SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

CASE STEPHEN M

(Last)

(First)

(Middle)

C/O SWEETGREEN, INC.

3101 W. EXPOSITION BOULEVARD

(Street)

LOS ANGELES

90018

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/21/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	11/21/2021		C⁽¹⁾		163,544	A	⁽¹⁾	163,544	I	See Footnote⁽²⁾
Common Stock	11/22/2021		J⁽³⁾		163,544	D	⁽³⁾	0	I	See Footnote⁽²⁾
Class A Common Stock	11/22/2021		J⁽³⁾		163,544	A	⁽³⁾	163,544	I	See Footnote⁽²⁾
Common Stock	11/21/2021		C⁽¹⁾		6,241,521	A	⁽¹⁾	6,241,521	I	See Footnote⁽⁴⁾
Common Stock	11/22/2021		J⁽³⁾		6,241,521	D	⁽³⁾	0	I	See Footnote⁽⁴⁾
Class A Common Stock	11/22/2021		J⁽³⁾		6,241,521	A	⁽³⁾	6,241,521	I	See Footnote⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series C Preferred Stock	⁽¹⁾	11/21/2021		C			140,073	⁽¹⁾	⁽¹⁾	Common Stock	140,073	$0.00	0	I	See Footnote⁽²⁾
Series E Preferred Stock	⁽¹⁾	11/21/2021		C			23,471	⁽¹⁾	⁽¹⁾	Common Stock	23,471	$0.00	0	I	See Footnote⁽²⁾
Series D Preferred Stock	⁽¹⁾	11/21/2021		C			2,455,505	⁽¹⁾	⁽¹⁾	Common Stock	2,455,505	$0.00	0	I	See Footnote⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	11/21/2021		C			3,132,678	⁽¹⁾	⁽¹⁾	Common Stock	3,132,678	$0.00	0	I	See Footnote⁽⁶⁾
Series F Preferred Stock	⁽¹⁾	11/21/2021		C			97,783	⁽¹⁾	⁽¹⁾	Common Stock	97,783	$0.00	0	I	See Footnote⁽⁷⁾
Series G Preferred Stock	⁽¹⁾	11/21/2021		C			555,555	⁽¹⁾	⁽¹⁾	Common Stock	555,555	$0.00	0	I	See Footnote⁽⁸⁾

Explanation of Responses:

1. The shares of Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F 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 the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock automatically converted into shares of Common Stock.

2. The shares are held by TF Group Holdings LLC.

3. Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the initial public offering of the issuer's Class A Common Stock (the "IPO").

4. Includes 2,080,497 shares held by Georgetown SG Holdings, LLC, 2,080,527 shares held by Revolutions Growth II, LP and 2,080,497 shares held by Tavern Green Holdings, LLC. The reporting person may be deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

5. Includes 818,492 shares held by Georgetown SG Holdings, LLC, 818,521 shares held by Revolution Growth II, LP and 818,492 shares held by Tavern Green Holdings, LLC. The reporting person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

6. Includes 1,044,226 shares held by Georgetown SG Holdings, LLC, 1,044,226 shares held by Revolution Growth II, LP and 1,044,226 shares held by Tavern Green Holdings, LLC. The reporting person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

7. Includes 32,594 shares held by Georgetown SG Holdings, LLC, 32,595 shares held by Revolution Growth II, LP and 32,594 shares held by Tavern Green Holdings, LLC. The reporting person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

8. Includes 185,185 shares held by Georgetown SG Holdings, LLC, 185,185 shares held by Revolution Growth II, LP and 185,185 shares held by Tavern Green Holdings, LLC. The reporting person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ Andrew Glickman, Attorney-in-fact	11/23/2021
	** 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 4 (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.
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