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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 11/17/2021 |
3. Issuer Name and Ticker or Trading Symbol
Sweetgreen, Inc. [ SG ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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(1) | 397,750 | D | |
Common Stock(1) | 200,000(2) | D | |
Common Stock(1) | 7,500 | I | By Family Trust |
Common Stock(1) | 2,500 | I | By Daughter's Trust |
Common Stock(1) | 125,000 | I | See footnote(3) |
Common Stock(1) | 125,000 | I | See footnote(4) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series C Preferred Stock | (5) | (5) | Common Stock(1) | 30,909 | (5) | I | By Family Trust |
Series C Preferred Stock | (5) | (5) | Common Stock(1) | 2,937 | (5) | I | By Daughter's Trust |
Series G Preferred Stock | (5) | (5) | Common Stock(1) | 40,000 | (5) | I | By Family Trust |
Series G Preferred Stock | (5) | (5) | Common Stock(1) | 2,000 | (5) | I | By Daughter's Trust |
Stock Option (Right to Buy) | (6) | 12/04/2029 | Common Stock(1) | 150,000 | $7.77 | D | |
Stock Option (Right to Buy) | (7) | 12/04/2029 | Common Stock(1) | 30,000 | $7.77 | D | |
Stock Option (Right to Buy) | (8) | 06/29/2030 | Common Stock(1) | 81,250 | $4.78 | D | |
Stock Option (Right to Buy) | (9) | 06/15/2031 | Common Stock(1) | 250,000 | $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 are subject to both a time based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time based vesting requirement will be satisfied with respect to 25% of the shares on August 15, 2022 and with respect to the remainder of the shares in equal quarterly amounts over the following 36 months, subject to the reporting person's continuous service through each applicable vesting date. |
3. The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021. |
4. The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021. |
5. The Series C Preferred Stock and Series G Preferred Stock are convertible into shares of Common Stock on a 1:1 basis and have no expiration date. At 11:59 p.m. Eastern time on the day immediately prior to the completion of the IPO, the Series C Preferred Stock and Series G Preferred Stock will automatically convert into shares of Common Stock. |
6. The shares subject to the option are immediately exercisable and vest monthly over 36 months measured from January 1, 2019, subject to the reporting person's continuous service through each applicable vesting date. |
7. The shares subject to the option will be fully vested upon the consummation of the IPO. |
8. The shares subject to the option are immediately exercisable and vest monthly over 24 months measured from June 30, 2020, subject to the reporting person's continuous service through each applicable vesting date. |
9. 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. |