SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Jammet Nicolas

(Last)

(First)

(Middle)

C/O SWEETGREEN, INC.

3101 W. EXPOSITION BOULEVARD

(Street)

LOS ANGELES

90018

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/17/2021

3. Issuer Name and Ticker or Trading Symbol
Sweetgreen, Inc. [ SG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Concept Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,100,000⁽¹⁾⁽²⁾	D
Common Stock	3,713,646⁽³⁾	I	See footnote⁽⁴⁾
Common Stock	500,000⁽³⁾	I	See footnote⁽⁵⁾
Common Stock	184,503⁽³⁾	I	See footnote⁽⁶⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (Right to Buy)	⁽⁷⁾	12/08/2024	Common Stock⁽¹⁾	275,000	$0.96	D
Stock Option (Right to Buy)	⁽⁷⁾	03/13/2027	Common Stock⁽¹⁾	14,173	$3.14	D
Stock Option (Right to Buy)	⁽⁸⁾	08/27/2028	Common Stock⁽¹⁾	1,200,000	$3.73	D
Stock Option (Right to Buy)	⁽⁸⁾	12/04/2029	Common Stock⁽¹⁾	200,000	$7.77	D
Stock Option (Right to Buy)	⁽⁹⁾	12/04/2029	Common Stock⁽¹⁾	248,778	$7.77	D
Stock Option (Right to Buy)	⁽¹⁰⁾	06/15/2031	Common Stock⁽¹⁾	830,000	$10.76	D

Explanation of Responses:

1. Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO").

2. Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels.

3. Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. Each share of Class A Common Stock shall be exchanged for one share of Class B Common Stock effective upon the completion of the IPO.

4. The shares are held by Nicolas Jammet Revocable Trust U/T/A dated October 7, 2016.

5. The shares are held by the Jammet Descendants Trust U/T/A dated September 3, 2021.

6. The shares are held by Patrick Jammet, as Trustee of the Nicolas H. Jammet 2014 GRAT.

7. Fully vested.

8. The shares subject to the option will be fully vested upon on the consummation of the IPO.

9. The shares subject to the option are immediately exercisable. 25% of the shares subject to the original option vested on January 1, 2020, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date.

10. 25% of the shares vest on January 1, 2022, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date.

Remarks:

	/s/ Andrew Glickman, Attorney-in-fact	11/17/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.