person · Reporting owner

BPSP, L.P.

Disclosed activity across 3 companies

Tapewire entity: 79480
SEC CIK: 0001597787

Reported relationships

Latest disclosed role at each company.

Company	Last reported as	Report date	Published
Portillo's Inc.PTLO · Entity 5886	Director · 10% owner	May 19, 2025	May 21, 2025

Disclosed balances

About these balances

Latest available filing per company, not a reconstructed current portfolio. Matching sequences show the last reported balance with all source rows expandable; grouping alone does not establish account ownership. Do not add unresolved positions together. Filings may omit unchanged positions, and amendments may correct only part of an older disclosure. Jointly reported shares are not necessarily this owner's personal holdings.

Portillo's Inc.

Report date May 19, 2025 · Filed May 21, 2025

Jointly reported with Berkshire Partners LLC, Berkshire Fund VIII-A, L.P., Berkshire Fund VIII, L.P., Berkshire Investors III LLC, Berkshire Investors IV LLC, Eighth Berkshire Associates LLC, Berkshire Partners Holdings LLC, Lutzker Joshua Adam

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Class A Common StockSEC Table I · non-derivative	IndirectBy Berkshire Fund VIII, L.P.	0	Last balance in matching sequence After 2025-05-19 transaction · row 2 Source-order balances reconcile. Account continuity and personal attribution are not independently verified. 2 source rows Row 1 · 2025-05-19 · Conversion · Acquired 6,521,015 · Balance 6,521,015 F5: Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments as set forth therein. The LLC Units have no expiration date. F2: Securities held by VIII may be deemed to be beneficially owned by Berkshire Partners Holdings LLC ("BPH"); BPSP, L.P. ("BPSP"); Eighth Berkshire Associates LLC ("8BA"), its general partner; and BP, its investment adviser. F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act. Row 2 · 2025-05-19 · Sale · Disposed 6,521,015 · Balance 0 F1: On May 19, 2025, the following funds or entities affiliated with Berkshire Partners LLC ("BP") sold shares of Class A common stock of the Issuer in a block trade pursuant to Rule 144 as follows: 6,521,015 by Berkshire Fund VIII, L.P. ("VIII"); 179,210 by Berkshire Investors III LLC ("BI III"); 590,240 by Berkshire Investors IV LLC ("BI IV"); and 2,709,535 by Berkshire Fund VIII-A, L.P. ("VIII-A"). F2: Securities held by VIII may be deemed to be beneficially owned by Berkshire Partners Holdings LLC ("BPH"); BPSP, L.P. ("BPSP"); Eighth Berkshire Associates LLC ("8BA"), its general partner; and BP, its investment adviser. F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.
Class A Common StockSEC Table I · non-derivative	IndirectBy Berkshire Investors III LLC	0	Last balance in matching sequence After 2025-05-19 transaction · row 4 Source-order balances reconcile. Account continuity and personal attribution are not independently verified. 2 source rows Row 3 · 2025-05-19 · Conversion · Acquired 179,210 · Balance 179,210 F5: Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments as set forth therein. The LLC Units have no expiration date. F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act. Row 4 · 2025-05-19 · Sale · Disposed 179,210 · Balance 0 F1: On May 19, 2025, the following funds or entities affiliated with Berkshire Partners LLC ("BP") sold shares of Class A common stock of the Issuer in a block trade pursuant to Rule 144 as follows: 6,521,015 by Berkshire Fund VIII, L.P. ("VIII"); 179,210 by Berkshire Investors III LLC ("BI III"); 590,240 by Berkshire Investors IV LLC ("BI IV"); and 2,709,535 by Berkshire Fund VIII-A, L.P. ("VIII-A"). F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.
Class A Common StockSEC Table I · non-derivative	IndirectBy Berkshire Investors IV LLC	0	Last balance in matching sequence After 2025-05-19 transaction · row 6 Source-order balances reconcile. Account continuity and personal attribution are not independently verified. 2 source rows Row 5 · 2025-05-19 · Conversion · Acquired 590,240 · Balance 590,240 F5: Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments as set forth therein. The LLC Units have no expiration date. F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act. Row 6 · 2025-05-19 · Sale · Disposed 590,240 · Balance 0 F1: On May 19, 2025, the following funds or entities affiliated with Berkshire Partners LLC ("BP") sold shares of Class A common stock of the Issuer in a block trade pursuant to Rule 144 as follows: 6,521,015 by Berkshire Fund VIII, L.P. ("VIII"); 179,210 by Berkshire Investors III LLC ("BI III"); 590,240 by Berkshire Investors IV LLC ("BI IV"); and 2,709,535 by Berkshire Fund VIII-A, L.P. ("VIII-A"). F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.
Class A Common StockSEC Table I · non-derivative	IndirectBy Berkshire Fund VIII-A, L.P.	1,045,630	Reported balance After 2025-05-19 transaction · row 7 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 7 · 2025-05-19 · Sale · Disposed 2,709,535 · Balance 1,045,630 F1: On May 19, 2025, the following funds or entities affiliated with Berkshire Partners LLC ("BP") sold shares of Class A common stock of the Issuer in a block trade pursuant to Rule 144 as follows: 6,521,015 by Berkshire Fund VIII, L.P. ("VIII"); 179,210 by Berkshire Investors III LLC ("BI III"); 590,240 by Berkshire Investors IV LLC ("BI IV"); and 2,709,535 by Berkshire Fund VIII-A, L.P. ("VIII-A"). F3: Securities held by VIII-A may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH is the general partner of BPSP, which is the managing member of BP. As the managing member of BP, BPSP may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BPSP. F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.
LLC Units of PHD Group Holdings LLCSEC Table II · derivative / convertible security	IndirectBy Berkshire Fund VIII, L.P.	2,516,498	Reported balance After 2025-05-19 transaction · row 9 Instrument identity requires review; Table II rows are not merged. 1 source row Row 9 · 2025-05-19 · Conversion · Disposed 6,521,015 · Balance 2,516,498 F5: Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments as set forth therein. The LLC Units have no expiration date. F2: Securities held by VIII may be deemed to be beneficially owned by Berkshire Partners Holdings LLC ("BPH"); BPSP, L.P. ("BPSP"); Eighth Berkshire Associates LLC ("8BA"), its general partner; and BP, its investment adviser. F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.
LLC Units of PHD Group Holdings LLCSEC Table II · derivative / convertible security	IndirectBy Berkshire Investors III LLC	69,164	Reported balance After 2025-05-19 transaction · row 10 Instrument identity requires review; Table II rows are not merged. 1 source row Row 10 · 2025-05-19 · Conversion · Disposed 179,210 · Balance 69,164 F5: Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments as set forth therein. The LLC Units have no expiration date. F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.
LLC Units of PHD Group Holdings LLCSEC Table II · derivative / convertible security	IndirectBy Berkshire Investors IV LLC	227,775	Reported balance After 2025-05-19 transaction · row 11 Instrument identity requires review; Table II rows are not merged. 1 source row Row 11 · 2025-05-19 · Conversion · Disposed 590,240 · Balance 227,775 F5: Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments as set forth therein. The LLC Units have no expiration date. F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.
Class A Common StockSEC Table I · non-derivative	IndirectSee note	64,050	Reported balance Holding disclosure · report date 2025-05-19 · row 8 Holding and transaction disclosures are not merged. 1 source row Row 8 · Balance 64,050 F4: Represents restricted stock units granted to Joshua Lutzker for his service on the Board of Directors of the Issuer. Any securities that have been issued to Mr. Lutzker, and may be issued to Mr. Lutzker in the future, for service as a director are held by each of them for the benefit of funds or entities affiliated with BP. F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.

Filing footnotes · ownership attribution and instrument terms

F1: On May 19, 2025, the following funds or entities affiliated with Berkshire Partners LLC ("BP") sold shares of Class A common stock of the Issuer in a block trade pursuant to Rule 144 as follows: 6,521,015 by Berkshire Fund VIII, L.P. ("VIII"); 179,210 by Berkshire Investors III LLC ("BI III"); 590,240 by Berkshire Investors IV LLC ("BI IV"); and 2,709,535 by Berkshire Fund VIII-A, L.P. ("VIII-A").

F2: Securities held by VIII may be deemed to be beneficially owned by Berkshire Partners Holdings LLC ("BPH"); BPSP, L.P. ("BPSP"); Eighth Berkshire Associates LLC ("8BA"), its general partner; and BP, its investment adviser.

F3: Securities held by VIII-A may be deemed to be beneficially owned by BPH; BPSP; 8BA, its general partner; and BP, its investment adviser. BPH is the general partner of BPSP, which is the managing member of BP. As the managing member of BP, BPSP may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of Class A common stock that are beneficially owned by BPSP.

F4: Represents restricted stock units granted to Joshua Lutzker for his service on the Board of Directors of the Issuer. Any securities that have been issued to Mr. Lutzker, and may be issued to Mr. Lutzker in the future, for service as a director are held by each of them for the benefit of funds or entities affiliated with BP.

F5: Pursuant to the Second Amended and Restated Limited Liability Company Agreement of PHD Group Holdings LLC ("PHD Group Holdings"), dated as of October 20, 2021, LLC Units (as defined therein) directly held by certain of the Reporting Persons are exchangeable for shares of Class A common stock on a one-for-one basis, subject to certain exceptions, conditions and adjustments as set forth therein. The LLC Units have no expiration date.

F6: Joshua Lutzker is a Managing Director of BP and has a pecuniary interest in certain of the securities held by the other Reporting Persons by virtue of his position at BP and certain affiliated funds and entities. Each of the Reporting Persons, including Mr. Lutzker, disclaims beneficial ownership of any securities reported in this Form 4 except to the extent of their respective pecuniary interests therein. The inclusion of any securities in this Form 4 shall not be deemed an admission of beneficial ownership of the reported securities for purposes of the Act or for any other purpose. Certain of the Reporting Persons may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) under the Act.

Past disclosures · reporting ended (2)

No longer tracked through insider filings. These historical balances do not imply present ownership or a zero position.

ADVANCED DRAINAGE SYSTEMS, INC.

Report date December 14, 2021 · Filed December 16, 2021

Jointly reported with Berkshire Partners Holdings LLC, Berkshire Partners LLC, Stockbridge Partners LLC, Berkshire Fund IX, L.P., Berkshire Fund IX-A, L.P., Stockbridge Fund, L.P., Stockbridge Absolute Return Fund, L.P., Berkshire Investors III LLC, Berkshire Investors IV LLC

Section 16 reporting ended · disclosed 2021-12-16. Current position is not established by this disclosure.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common StockSEC Table I · non-derivative	IndirectSee Footnote	6,367,265	Reported balance After 2021-12-14 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2021-12-14 · Sale · Disposed 729,770 · Balance 6,367,265 F1: Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund IX, L.P. ("BF IX") holds 2,718,554 shares of the Issuer's common stock, and Berkshire Fund IX-A, L.P. ("BF IX-A") holds 1,113,650 shares of the Issuer's common stock. Ninth Berkshire Associates LLC ("9BA") is the general partner of BF IX and BF IX-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 2,256,521 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,154 shares of the Issuer's common stock, and SP holds 272,386 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF and SARF. F2: (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF IX and BF IX-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 9BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 9BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.
Common StockSEC Table I · non-derivative	Direct	63,995	Reported balance After 2021-12-14 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 2 · 2021-12-14 · Sale · Disposed 10,114 · Balance 63,995 F3: Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.
Common StockSEC Table I · non-derivative	Direct	62,107	Reported balance After 2021-12-14 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 3 · 2021-12-14 · Sale · Disposed 10,116 · Balance 62,107 F4: Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.

Filing footnotes · ownership attribution and instrument terms

F1: Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund IX, L.P. ("BF IX") holds 2,718,554 shares of the Issuer's common stock, and Berkshire Fund IX-A, L.P. ("BF IX-A") holds 1,113,650 shares of the Issuer's common stock. Ninth Berkshire Associates LLC ("9BA") is the general partner of BF IX and BF IX-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 2,256,521 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 6,154 shares of the Issuer's common stock, and SP holds 272,386 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF and SARF.

F2: (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF IX and BF IX-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 9BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 9BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein.

F3: Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.

F4: Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act.

National Vision Holdings, Inc.

Report date July 30, 2018 · Filed August 01, 2018

Jointly reported with Berkshire Partners Holdings LLC, Sixth Berkshire Associates LLC, BERKSHIRE FUND VI, LTD PARTNERSHIP, Berkshire Partners LLC, BERKSHIRE INVESTORS LLC, Berkshire Investors III LLC

Section 16 reporting ended · disclosed 2018-08-01. Current position is not established by this disclosure.

Security / award	Ownership account	Disclosed shares / units	Disclosure context
Common StockSEC Table I · non-derivative	IndirectBy Berkshire Fund VI, Limited Partnership	4,810,454	Reported balance After 2018-07-30 transaction · row 1 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 1 · 2018-07-30 · Sale · Disposed 2,633,406 · Balance 4,810,454 F1: In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock") of the Issuer by certain selling shareholders to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, KKR Capital Markets LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., Guggenheim Securities, LLC, Mizuho Securities USA LLC and Macquarie Capital (USA) Inc. pursuant to an underwriting agreement and final prospectus supplement, each dated July 25, 2018, Fund VI (as defined below), Berkshire Investors (as defined below) and Berkshire Investors III (as defined below), as selling shareholders, sold 2,633,406, 34,215 and 13,936 shares of Common Stock, respectively, at $38.2594 per share. The Secondary Offering closed on July 30, 2018. F2: Represents shares held by Berkshire Fund VI, Limited Partnership ("Fund VI"). Sixth Berkshire Associates LLC ("6BA") is the general partner of Fund VI, and Berkshire Partners LLC ("Berkshire Partners") is the investment adviser to Fund VI. Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of Berkshire Partners. As a result, each of BPH, BPSP, Berkshire Partners and 6BA may be deemed to indirectly beneficially own the shares held by Fund VI. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Fund VI, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose. F3: BPH, BPSP, Berkshire Partners, Fund VI, 6BA, Berkshire Investors LLC ("Berkshire Investors") and Berkshire Investors III LLC ("Berkshire Investors III") may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act although they do not admit to being part of a group nor have they agreed to act as part of a group.
Common StockSEC Table I · non-derivative	Direct	62,499	Reported balance After 2018-07-30 transaction · row 2 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 2 · 2018-07-30 · Sale · Disposed 34,215 · Balance 62,499 F1: In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock") of the Issuer by certain selling shareholders to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, KKR Capital Markets LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., Guggenheim Securities, LLC, Mizuho Securities USA LLC and Macquarie Capital (USA) Inc. pursuant to an underwriting agreement and final prospectus supplement, each dated July 25, 2018, Fund VI (as defined below), Berkshire Investors (as defined below) and Berkshire Investors III (as defined below), as selling shareholders, sold 2,633,406, 34,215 and 13,936 shares of Common Stock, respectively, at $38.2594 per share. The Secondary Offering closed on July 30, 2018. F3: BPH, BPSP, Berkshire Partners, Fund VI, 6BA, Berkshire Investors LLC ("Berkshire Investors") and Berkshire Investors III LLC ("Berkshire Investors III") may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act although they do not admit to being part of a group nor have they agreed to act as part of a group. F4: Represents shares held by Berkshire Investors.
Common StockSEC Table I · non-derivative	Direct	25,458	Reported balance After 2018-07-30 transaction · row 3 Joint disclosure: continuity of the reported position is unresolved; see ownership footnotes. 1 source row Row 3 · 2018-07-30 · Sale · Disposed 13,936 · Balance 25,458 F1: In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock") of the Issuer by certain selling shareholders to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, KKR Capital Markets LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., Guggenheim Securities, LLC, Mizuho Securities USA LLC and Macquarie Capital (USA) Inc. pursuant to an underwriting agreement and final prospectus supplement, each dated July 25, 2018, Fund VI (as defined below), Berkshire Investors (as defined below) and Berkshire Investors III (as defined below), as selling shareholders, sold 2,633,406, 34,215 and 13,936 shares of Common Stock, respectively, at $38.2594 per share. The Secondary Offering closed on July 30, 2018. F3: BPH, BPSP, Berkshire Partners, Fund VI, 6BA, Berkshire Investors LLC ("Berkshire Investors") and Berkshire Investors III LLC ("Berkshire Investors III") may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act although they do not admit to being part of a group nor have they agreed to act as part of a group. F5: Represents shares held by Berkshire Investors III.

Filing footnotes · ownership attribution and instrument terms

F1: In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.01 per share (the "Common Stock") of the Issuer by certain selling shareholders to Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, Jefferies LLC, KKR Capital Markets LLC, Morgan Stanley & Co. LLC, UBS Securities LLC, Wells Fargo Securities, LLC, Barclays Capital Inc., Guggenheim Securities, LLC, Mizuho Securities USA LLC and Macquarie Capital (USA) Inc. pursuant to an underwriting agreement and final prospectus supplement, each dated July 25, 2018, Fund VI (as defined below), Berkshire Investors (as defined below) and Berkshire Investors III (as defined below), as selling shareholders, sold 2,633,406, 34,215 and 13,936 shares of Common Stock, respectively, at $38.2594 per share. The Secondary Offering closed on July 30, 2018.

F2: Represents shares held by Berkshire Fund VI, Limited Partnership ("Fund VI"). Sixth Berkshire Associates LLC ("6BA") is the general partner of Fund VI, and Berkshire Partners LLC ("Berkshire Partners") is the investment adviser to Fund VI. Berkshire Partners Holdings LLC ("BPH") is the general partner of BPSP, L.P. ("BPSP"), which is the managing member of Berkshire Partners. As a result, each of BPH, BPSP, Berkshire Partners and 6BA may be deemed to indirectly beneficially own the shares held by Fund VI. Each of the Reporting Persons disclaims beneficial ownership of the shares held by Fund VI, except to the extent of its pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of the reported securities for purposes of Section 16 or for any other purpose.

F3: BPH, BPSP, Berkshire Partners, Fund VI, 6BA, Berkshire Investors LLC ("Berkshire Investors") and Berkshire Investors III LLC ("Berkshire Investors III") may be deemed to constitute a "group" for purposes of Section 13(d) of the Exchange Act although they do not admit to being part of a group nor have they agreed to act as part of a group.

F4: Represents shares held by Berkshire Investors.

F5: Represents shares held by Berkshire Investors III.

Transaction history

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Purchases/sales include open-market and private transactions. Plan disclosure applies to the filing; individual rows may differ. “Not disclosed” is not “unplanned.”

The cutoff filters transaction history only. Company summaries and owner relationships show the latest available disclosures. Parser corrections can improve historical records.

Transaction date	Company	Activity / security	Shares / units	Reported price	Reported value	Details
August 04, 2017 Filed Aug 7, 2017 20:03 UTC	ADVANCED DRAINAGE SYSTEMS, INC. WMS · Entity 2328	PurchaseCommon Stock	498	$19.58	$9,748.75	Disclosure SEC source: 0000919574-17-005768 · pwms8717-4.xml · nonDerivative · entry 5 Berkshire Partners Holdings LLC · CIK 0001597786 · 10% owner BPSP, L.P. · CIK 0001597787 · 10% owner Berkshire Partners LLC · CIK 0001312988 · 10% owner Stockbridge Partners LLC · CIK 0001505183 · 10% owner Berkshire Fund IX, L.P. · CIK 0001658315 · 10% owner Berkshire Fund IX-A, L.P. · CIK 0001658319 · 10% owner Stockbridge Fund, L.P. · CIK 0001501625 · 10% owner Stockbridge Absolute Return Fund, L.P. · CIK 0001505182 · 10% owner Berkshire Investors III LLC · CIK 0001505184 · 10% owner Berkshire Investors IV LLC · CIK 0001505185 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 54,539 F6 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $19.4500 to $20.0000. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. F3 · ownership.direct: Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act. Read SEC document
August 04, 2017 Filed Aug 7, 2017 20:03 UTC	ADVANCED DRAINAGE SYSTEMS, INC. WMS · Entity 2328	PurchaseCommon Stock	65,888	$19.58	$1,289,810.31	Disclosure SEC source: 0000919574-17-005768 · pwms8717-4.xml · nonDerivative · entry 4 Berkshire Partners Holdings LLC · CIK 0001597786 · 10% owner BPSP, L.P. · CIK 0001597787 · 10% owner Berkshire Partners LLC · CIK 0001312988 · 10% owner Stockbridge Partners LLC · CIK 0001505183 · 10% owner Berkshire Fund IX, L.P. · CIK 0001658315 · 10% owner Berkshire Fund IX-A, L.P. · CIK 0001658319 · 10% owner Stockbridge Fund, L.P. · CIK 0001501625 · 10% owner Stockbridge Absolute Return Fund, L.P. · CIK 0001505182 · 10% owner Berkshire Investors III LLC · CIK 0001505184 · 10% owner Berkshire Investors IV LLC · CIK 0001505185 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 6,719,944 F6 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $19.4500 to $20.0000. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. F1 · ownership.nature: Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund IX, L.P. ("BF IX") holds 3,614,444 shares of the Issuer's common stock, and Berkshire Fund IX-A, L.P. ("BF IX-A") holds 1,480,649 shares of the Issuer's common stock. Ninth Berkshire Associates LLC ("9BA") is the general partner of BF IX and BF IX-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 3,019,087 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 9,199 shares of the Issuer's common stock and SP holds 728,134 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF and SARF. F2 · ownership.nature: (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF IX and BF IX-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 9BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 9BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. Read SEC document
August 03, 2017 Filed Aug 7, 2017 20:03 UTC	ADVANCED DRAINAGE SYSTEMS, INC. WMS · Entity 2328	PurchaseCommon Stock	17,645	$19.19	$338,655.19	Disclosure SEC source: 0000919574-17-005768 · pwms8717-4.xml · nonDerivative · entry 3 Berkshire Partners Holdings LLC · CIK 0001597786 · 10% owner BPSP, L.P. · CIK 0001597787 · 10% owner Berkshire Partners LLC · CIK 0001312988 · 10% owner Stockbridge Partners LLC · CIK 0001505183 · 10% owner Berkshire Fund IX, L.P. · CIK 0001658315 · 10% owner Berkshire Fund IX-A, L.P. · CIK 0001658319 · 10% owner Stockbridge Fund, L.P. · CIK 0001501625 · 10% owner Stockbridge Absolute Return Fund, L.P. · CIK 0001505182 · 10% owner Berkshire Investors III LLC · CIK 0001505184 · 10% owner Berkshire Investors IV LLC · CIK 0001505185 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 51,476 F5 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $18.9000 to $19.8500. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. F4 · ownership.direct: Represents shares held directly by Berkshire Investors IV LLC. Berkshire Investors IV LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act. Read SEC document
August 03, 2017 Filed Aug 7, 2017 20:03 UTC	ADVANCED DRAINAGE SYSTEMS, INC. WMS · Entity 2328	PurchaseCommon Stock	17,188	$19.19	$329,884.13	Disclosure SEC source: 0000919574-17-005768 · pwms8717-4.xml · nonDerivative · entry 2 Berkshire Partners Holdings LLC · CIK 0001597786 · 10% owner BPSP, L.P. · CIK 0001597787 · 10% owner Berkshire Partners LLC · CIK 0001312988 · 10% owner Stockbridge Partners LLC · CIK 0001505183 · 10% owner Berkshire Fund IX, L.P. · CIK 0001658315 · 10% owner Berkshire Fund IX-A, L.P. · CIK 0001658319 · 10% owner Stockbridge Fund, L.P. · CIK 0001501625 · 10% owner Stockbridge Absolute Return Fund, L.P. · CIK 0001505182 · 10% owner Berkshire Investors III LLC · CIK 0001505184 · 10% owner Berkshire Investors IV LLC · CIK 0001505185 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Direct Disclosed balance after: 54,041 F5 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $18.9000 to $19.8500. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. F3 · ownership.direct: Represents shares held directly by Berkshire Investors III LLC. Berkshire Investors III LLC may be deemed to be, but does not admit to being, a member of a group holding over 10% of the outstanding common stock of the Issuer for purposes of Section 13(d)(3) of the Act. Read SEC document
August 03, 2017 Filed Aug 7, 2017 20:03 UTC	ADVANCED DRAINAGE SYSTEMS, INC. WMS · Entity 2328	PurchaseCommon Stock	1,157,258	$19.19	$22,210,905.62	Disclosure SEC source: 0000919574-17-005768 · pwms8717-4.xml · nonDerivative · entry 1 Berkshire Partners Holdings LLC · CIK 0001597786 · 10% owner BPSP, L.P. · CIK 0001597787 · 10% owner Berkshire Partners LLC · CIK 0001312988 · 10% owner Stockbridge Partners LLC · CIK 0001505183 · 10% owner Berkshire Fund IX, L.P. · CIK 0001658315 · 10% owner Berkshire Fund IX-A, L.P. · CIK 0001658319 · 10% owner Stockbridge Fund, L.P. · CIK 0001501625 · 10% owner Stockbridge Absolute Return Fund, L.P. · CIK 0001505182 · 10% owner Berkshire Investors III LLC · CIK 0001505184 · 10% owner Berkshire Investors IV LLC · CIK 0001505185 · 10% owner Joint disclosure: these amounts are not allocated separately to each reporting owner. 10b5-1 filing: Not disclosed Ownership: Indirect · See Footnotes Disclosed balance after: 6,654,056 F5 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions within the range of $18.9000 to $19.8500. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote. F1 · ownership.nature: Represents shares that may be deemed to be indirectly beneficially owned by Berkshire Partners Holdings LLC ("BPH"), BPSP, L.P. ("BPSP"), Stockbridge Partners LLC ("SP") and Berkshire Partners LLC ("BP"). Berkshire Fund IX, L.P. ("BF IX") holds 3,614,444 shares of the Issuer's common stock, and Berkshire Fund IX-A, L.P. ("BF IX-A") holds 1,480,649 shares of the Issuer's common stock. Ninth Berkshire Associates LLC ("9BA") is the general partner of BF IX and BF IX-A. Stockbridge Fund, L.P. (f/k/a Stockbridge Special Situations Fund, L.P.) ("SF") holds 3,019,087 shares of the Issuer's common stock, Stockbridge Absolute Return Fund, L.P. ("SARF") holds 9,199 shares of the Issuer's common stock and SP holds 728,134 shares of the Issuer's common stock on behalf of certain other accounts. Stockbridge Associates LLC ("SA") is the general partner of SF and SARF. F2 · ownership.nature: (Continued from Footnote 1) BPH is the general partner of BPSP, which is the managing member of each of SP, the registered investment adviser of SF, SARF and certain other accounts holding shares of the Issuer, and BP, the registered investment adviser of BF IX and BF IX-A. As the managing member of SP and BP, BPSP may be deemed to beneficially own shares of common stock that are beneficially owned by SP and BP. As the general partner of BPSP, BPH may be deemed to beneficially own shares of common stock that are beneficially owned by BPSP. BPH, BPSP, BP, SP, 9BA and SA are under common control and may be deemed to be, but do not admit to being, a group for purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"). Each of BPH, BPSP, BP, SP, 9BA and SA disclaims beneficial ownership of any securities except to the extent of its pecuniary interest therein. Read SEC document

Value uses the disclosed total when available, otherwise shares × reported transaction price. It is not an estimate of exercise cash cost or investment performance.