United States securities and exchange commission logo





                              July 14, 2021

       Jonathan Neman
       Chief Executive Officer
       Sweetgreen, Inc.
       3101 W. Exposition Boulevard
       Los Angeles, CA 90018

                                                        Re: Sweetgreen, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted June 17,
2021
                                                            CIK No. 0001477815

       Dear Mr. Neman:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Draft Registration Statement on Form S-1 submitted June 17, 2021

       Glossary
       Key Terms of Our Business, page iii

   1.                                                   Please consider
expanding the definition of Total Digital Channels to disclose that it
                                                        includes all revenues
except in-store sales via cash or credit card.
   2.                                                   Please amend your
disclosure to briefly describe how you define "material, temporary
                                                        closure," for purpose
of determining comparable restaurant base. Please also amend your
                                                        disclosure here to
state, as you do on page 77, that "as a result of material, temporary
                                                        closures due to the
COVID-19 pandemic, 19 restaurants were excluded from our
                                                        Comparable Restaurant
Base."
 Jonathan Neman
Sweetgreen, Inc.
July 14, 2021
Page 2
Same-store Sales Growth, page iv

3.       Please revise to disclose here, as you do on page 77, that "[i]n
fiscal year 2020, as a result
         of temporary restaurant closures of 56 restaurants due to political
and civil disturbances
         during the second quarter of 2020, one week was excluded from the
Same-Store Sales
         Growth for such restaurants in 2020, as well as the corresponding week
in the prior fiscal
         year."
Prospectus Summary, page 1

4.       Please amend the following disclosures about recent studies and
commissioned surveys,
         as requested below:

                "Our plant-forward menu means that we are already 30% less
carbon intensive than
              the average U.S. diet, according to Watershed, our third-party
strategic climate
              technology partner" (see page 2). Please file the expert consent
of Watershed as an
              exhibit to your registration statement. See Rule 436 and Section
7 of the Securities
              Act.

                "A recent study found that consumers are four to six times more
likely to purchase
              from purpose-driven companies" (see page 7). Please amend your
disclosure to
              identify the study, and define "purpose-driven companies." If you
commissioned the
              study, please identify the entity from which you commissioned the
study, and file the
              entity's consent with your registration statement. See Rule 436
and Section 7 of the
              Securities Act.

                "Our aided brand awareness has grown significantly, and as of
November 2019 our
              average aided brand awareness across existing markets in the
United States was 41%,
              according to a study we commissioned" (see page 8). Please
identify the entity from
              which you commissioned the study, define the parameters of the
study, and provide
              disclosure describing the study results that support your
statements about the study
              data. For example, please disclose how you define "aided brand
awareness," and how
              you determined that the same was 41% as of November 2019. Please
also file the
              consent of the entity from which you commissioned the study. See
Rule 436 and
              Section 7 of the Securities Act.

             "Per a customer survey commissioned in October 2020, over 30% of
our customers
           were at least 35 years of age, and almost half of those customers
were at least 45
           years of age." Please identify the entity from which you
commissioned the study,
           define the parameters of the study, and provide disclosure
describing the study results
FirstName LastNameJonathan     Neman about the study data. File the consent of
the entity from
           that support your statements
Comapany which
           NameSweetgreen,    Inc. the study. See Rule 436 and Section 7 of the
Securities
                  you commissioned
           Act.
July 14, 2021 Page 2
FirstName LastName
 Jonathan Neman
FirstName
Sweetgreen,LastNameJonathan Neman
            Inc.
Comapany
July       NameSweetgreen, Inc.
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FirstName LastName
Who We Are, page 1

5.       You disclose that you are "one of the fastest-growing restaurant
companies in the United
         States." Please amend your disclosure to clarify the measure by which
you are one of the
         fastest-growing restaurant companies. For example, disclose whether
this statement about
         your growth is based on sales, market share, physical locations, etc.
6.       We also note your disclosure that "[i]n aggregate, our Total Digital
Channels represented
         75% of our revenue for fiscal year 2020." In an appropriate place in
your filing, please
         provide the percentage of revenue attributable to each of your other
sales channels.
How Our Food Platform Sets Us Apart
Transparent and Scalable Supply Chain, page 2

7.       Please amend your disclosure to briefly define "food partners," and
describe how you
         measure their engagement.
Healthy and Habitual Menu, page 3

8.       Please briefly describe the significance to your business of your
ability to "take advantage
         of multiple day-parts."
9.       Please amend your disclosure to define "customer frequency," including
how you measure
         the same. If you measure frequency by unique customers, please
disclose how you
         identify a unique customer. As a related matter, please define and
describe how you
         measure "customer habituation."
Impact of the COVID-19 Pandemic, page 6

10.      Please amend your disclosure to clearly define "system-wide" AUV.
Our Industry Has Not Evolved Sufficiently to Reflect Changing Consumer Tastes,
page 7

11.      Please amend your disclosure in this section to provide sources for
your statements about
         the current strategies, models, and technologies of the restaurant
industry, or characterize
         the same as management's opinions or beliefs.
Rapid Adoption of Digital and Delivery, page 7

12.      Here and as appropriate throughout your filing, revise your disclosure
to state whether you
         expect upward trends in digital orders due to COVID-19 to continue in
future periods.
Our Growth Strategies
Grow Our Restaurant Footprint, page 8

13.      Please revise your disclosure to define "trade-zones."
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FirstName
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            Inc.
Comapany
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Grow Our Digital Users, page 9

14.      Please amend your disclosure to briefly describe how you calculate
"average order value."
2019 Order Frequency: Comparing Non-Digital Customers to Customers Who Order On
Our
Digital Channels, page 9

15.      Please label the y axis of your graphic on page 9 to clearly define
what the bars in the
         graphic are intended to show. In this regard, while the first bar on
the left side of the
         graph states "2.4 orders/quarter 49% of customers," it is unclear
which of these two
         metrics the bars are intended to represent. Further, 49% of customers
is greater than the
         29% and 22% of customers shown in the following two bars, but the bars
appear to be
         increasing in size, and therefore, the presentation in the graphic is
unclear. Make
         conforming changes to page 108 of your filing.
The Offering
Voting Rights, page 14

16.      Please amend your cover page to disclose, as you do in this section,
that "[t]he holders of
         our outstanding Class B common stock will have the ability to control
the outcome of
         matters submitted to our stockholders for approval, including the
election of our directors
         and the approval of any change in control transaction."
Risk Factors, page 20

17.      Please amend your filing to include a risk factor describing the
risks, if any, related to
         your Marketplace Delivery partners also being your competitors.
Risks Related to Our Business, Our Brand and Our Industry
"Food safety and foodborne illness concerns . . .", page 26

18.      We note your disclosure that you "have spent significant management
time and resources
         transitioning to alternative bowls that do not contain PFAS." Please
quantify the
         significant resources, if estimable and material.
"Changes in food and supply costs . . .", page 30

19.      You disclose that "we typically have shorter-term contracts ranging
from one to three
         years for the purchase or distribution of most of our food products
and supplies." In an
         appropriate place in your filing, please briefly describe the material
terms of these short-
         term contracts.
"Changes in food and supply costs or failure to receive frequent deliveries . .
..", page 30

20.      You disclose that "our farmers may not maintain food safety
certifications, which may
         increase our risk in the event of a food safety incident." Please
disclose whether a
         material number of your suppliers do not maintain food safety
certifications, if known,
 Jonathan Neman
FirstName
Sweetgreen,LastNameJonathan Neman
            Inc.
Comapany
July       NameSweetgreen, Inc.
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         and describe any steps you take or controls you have in place to
ensure that you work with
         suppliers who maintain food safety certifications.
"A significant portion of our restaurants are located in large urban areas . .
..", page 37

21.      We note your disclosure that "during the 2020 presidential election
and 2021
         inauguration, we had prolonged store closures in the Washington,
D.C./Virginia/Maryland
         metropolitan areas, which had an adverse impact on our restaurant
revenues and
         profitability." Please quantify the adverse impact on your revenues,
if estimable and
         material.
Risks Related to Legal and Governmental Regulation
"Increases in labor costs, labor shortages, and any difficulties . . .", page
38

22.      You disclose here and throughout your filing that "while restaurants
have traditionally
         experienced relatively high employee turnover rates, our turnover
rates have historically
         been significantly above industry standard, including with respect to
our restaurant
         operations leadership." To provide context for investors, please
quantify the industry
         standard turnover rate and your turnover rate.
Risks Related to Our Intellectual Property and Information Technology
"We are subject to rapidly changing and increasingly stringent laws . . .",
page 47

23.      We note your disclosure that "[o]ur platform relies on these
technologies and could be
         adversely affected by the CCPA   s restrictions." Please amend your
disclosure to provide
         additional detail describing why and how you rely on these
technologies, and describe the
         specific, adverse effects of the CCPA's restrictions on your business.
"We rely heavily on information technology . . .", page 49

24.      You disclose that "several times in 2020, Uber Eats, our third-party
delivery fulfilment
         partner for orders placed through our Native Delivery Channel,
experienced outages that
         required us to temporarily shut down our Native Delivery Channel, and,
in 2019, our
         third-party credit card processing vendor experienced several outages,
resulting in several
         store closures, each of which incidents had an adverse impact on our
revenues." Please
         quantify the adverse impact on your revenues, if estimable and
material. Make
         conforming changes to your risk factor disclosure on the bottom of
page 51.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 73

25.      Please discuss your results here and throughout your submission to the
latest period
         presented in your submission, which is fiscal year ended December 27,
2020. We noted
         several areas where your discussion is only through fiscal year 2019,
for example 4-
         Wall EBITDA Margin, system-wide AUV, average unit volume, and
restaurant count and
         compound annual growth rate to name a few. In addition, in the
narrative discussion on
 Jonathan Neman
FirstName
Sweetgreen,LastNameJonathan Neman
            Inc.
Comapany
July       NameSweetgreen, Inc.
     14, 2021
July 14,
Page  6 2021 Page 6
FirstName LastName
         page 99 and the graphs on page 100 please revise to include fiscal
year ended December
         27, 2020.
26.      Here and throughout your filing, you disclose that "[g]oing forward,
we believe we are
         well-positioned to continue to open new restaurants, which we expect
to drive growth in
         our 4-Wall EBITDA, while also growing our AUVs," and "we expect our
revenue growth
         rate to outpace the rate of increased general and administrative
expenses, resulting in
         Adjusted EBITDA Margin improvement." To provide context for investors
regarding
         how the growth in these metrics relates to your overall financial
condition, please also
         disclose here whether you expect new restaurants and restaurant-level
efficiencies to
         increase or decrease your net loss.
Factors Affecting Our Business
Expanding Restaurant Footprint, page 74

27.      To provide investors with additional context about your restaurant
footprint, please amend
         the graphic or narrative disclosure in this section to disclose how
many locations, if any,
         you closed in the periods presented. In this regard, you provide data
for "net" openings,
         but we were unable to find any disclosure related to store closings.
Sales Channel Mix, page 75

28.      We note your disclosure that because delivered sales require the
payment of third-party
         fees in order to fulfill deliveries, sales through these channels have
historically negatively
         impacted your margins. Please confirm, if true, that the lower margins
are solely due to
         additional expenses and not because sales through these channels
impact the amount of
         revenue received and recognized. Additionally, please revise to
disclose the extent to
         which margins differ between delivered and non-delivered sales
channels.
29.      As a related matter, we note the following disclosures about the
margin of your sales
         channels:

                "[d]ue to the fact that our Native Delivery, Outpost, and
Marketplace Delivery
              Channels require the payment of third-party fees in order to
fulfill deliveries, sales
              through these channels have historically negatively impacted our
margins;"

                "over time, we expect that as we scale our Native Delivery,
Outpost, and Marketplace
              Delivery Channels, we will achieve improved economics through
these channels and
              our relative margins will improve;" and

                "[a]lthough our margins from sales through our Native Delivery
Channel have
              historically been lower than margins from sales through our
Marketplace Delivery
              Channel, we expect our margins from sales through our Native
Delivery Channel to
              improve and potentially achieve higher margins than sales through
our Marketplace
              Delivery Channel in the future."
 Jonathan Neman
FirstName
Sweetgreen,LastNameJonathan Neman
            Inc.
Comapany
July       NameSweetgreen, Inc.
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July 14,
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FirstName LastName
         Please amend your disclosure to provide more detail supporting your
statements about
         future trends in the margins of your offerings. Specifically, please
explain how scaling
         your Native Delivery, Outpost, and Marketplace Delivery Channels will
achieve improved
         economies, given that you pay third-party fees for these services. In
describing how
         economies of scale could improve margins, clarify whether these
third-party fees are per
         order, a portion of the dollar value of each order, or a flat fee for
a fixed cadence, and
         quantify your third-party delivery fees for the periods presented.
Key Performance Metrics, page 76

30.      We note your references to "average order value" on pages 9, 103, and
112. Please
         indicate whether average order value is a key business metric that you
use to help evaluate
         your business, identify trends, formulate business plans, and make
strategic decisions. If
         so, please discuss it here. If not, please explain why you do not use
this metric in
         evaluating your business.
31.      Although defined, please retitle AUV and Same Store Sales Growth to
make clear in the
         title that these metrics have been adjusted to exclude certain
temporarily-closed stores.
         Please also consider removing the word "Growth" from Same Store Sales,
given the
         decrease in 2020. Please disclose whether the 19 stores excluded from
the comparable
         restaurant base for purposes of calculating AUV in 2020 were also
excluded from AUV in
         2019. We note from page 77 that 56 restaurants were excluded from Same
Store Sales
         while 19 were excluded from the the Comparable Restaurant Base and,
therefore, AUV.
         Please tell us why the number of stores differed for each measure and
how you determined
         which stores to exclude. Finally, please tell us what consideration
you gave to
         quantifying AUV and Same Store Sales without adjustment for temporary
store closures
         and then explaining the impact of such closures on these metrics in an
accompanying
         narrative.
Components of Results of Operations
Revenue
Delivery, page 78

32.      Please disclose the reason margins from sales through your Native
Delivery Channel have
         historically been lower than margins from sales through your
Marketplace Delivery
         Channel.
Results of Operations
Comparison of Fiscal Year 2020 and Fiscal Year 2019
Revenue, page 81

33.      You disclose that revenue from your Owned Digital Channels and
Marketplace Delivery
         Channel increased by $27.8 million, which partially offset the decline
in AUV. Please tell
         us whether ODC and MDC revenues are included in AUV and, if so, how
such sales
         would offset (rather than be an offsetting component of) the decline
in AUV.
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FirstName
Sweetgreen,LastNameJonathan Neman
            Inc.
Comapany
July       NameSweetgreen, Inc.
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Non-GAAP Financial Measures, page 85

34.      Given your business strategy of continuing to open additional stores
in the future, please
         revise to discontinue elimination of pre-opening costs from Adjusted
EBITDA. Refer to
         Non-GAAP C&DI 100.01.
35.      We note your disclosure of 4-Wall EBITDA and its margin. Given the
large degree of
         support activity for your stores at the corporate level and that
profits at the restaurant level
         would not exist without the corporate costs, please revise to disclose
that the measure is
         not indicative of overall results for the company and that
restaurant-level profit does not
         accrue directly to the benefit of shareholders because of
corporate-level expenses
         excluded from the measure.

         In order to avoid the impression that this is a company-wide measure
of profit, reconcile
         this non-GAAP measure from operating income as the most comparable
GAAP measure
         and retitle it to indicate that it is a store- or restaurant-level
measure and to exclude use of
         the term EBITDA (as it also excludes other operating expenses).
Liquidity and Capital Resources
Credit Facility, page 89

36.      You disclose that the interest rate for your credit facility is tied
to LIBOR. Please amend
         your filing to disclose the risks, if any, related to the impact of
the discontinuation of
         LIBOR on your credit facility.
Business
Our Marketing Strategy
Performance Marketing, page 109

37.      You disclose that "[o]ur investment in a sophisticated marketing
technology stack enables
         us to better understand our customers . . . [and] leads to improved
retention and more
         efficient customer acquisition." Please amend your disclosure to
clarify how you measure
         customer retention, and how you determine the efficiency of your
customer acquisition.
         As a related matter, in an appropriate place in your filing, please
disclose the amount of
         revenue you attribute to new versus existing customers for the periods
presented. In this
         regard, we note your disclosure throughout the filing that your
success depends on
         "habitual" and "frequent" customers, and your growth strategies
include attracting new
         customers.
Our Technology
Overview of Our Five Customer Channels, page 112

38.      You disclose that "our Outpost customers are our most habitual users,
with the average
         Outpost customer ordering almost six times per quarter on average in
2019." To provide
         context for this disclosure, please disclose whether you continued to
see this trend in
 Jonathan Neman
Sweetgreen, Inc.
July 14, 2021
Page 9
         Outpost orders in 2020.
39.      You disclose that "[d]uring our fiscal year 2019 and prior to the
introduction of our Native
         Delivery Channel, customers that transacted through one of our Owned
Digital Channels
         ordered more than 1.5 times more often than customers that only placed
Non-
         Digital orders through our In-Store Channel and this frequency
increased to more than 2.5
         times more often for customers that ordered through more than one of
our Owned Digital
         Channels." To provide investors with the most recent data about your
operations and
         financial condition, provide similar disclosure for fiscal year 2020,
or tell us why you are
         unable to do so.
Indemnification Matters, page 138

40.      You disclose that "[u]pon the completion of this offering, our amended
and restated
         certificate of incorporation will contain provisions that limit the
liability of our current and
         former directors for monetary damages to the fullest extent permitted
by Delaware law."
         Please amend your filing to include risk factor disclosure related to
these limitations on
         the liability of your current and former directors, including your
indemnity obligations
         under your amended and restated certificate of incorporation.
Certain Relationships and Related Party Transactions
Loans to Directors and Executive Officers, page 143

41.      We note your disclosure that your loans to your directors and
executive officers will be
         terminated prior to the initial public filing of your registration
statement. Please tell us of
         your planned accounting for the loan terminations.
Description of Capital Stock
Class A Common Stock and Class B Common Stock, page 151

42.      You disclose that "[t]he holders of our Class A common stock and Class
B common stock
         will generally vote together as a single class on all matters
submitted to a vote of our
         stockholders (including the election of directors), unless otherwise
required by Delaware
         law or our amended and restated certificate of incorporation." Please
briefly describe the
         circumstances under which Delaware law and/or your amended and
restated certificate of
         incorporation would require a separate vote by each of your Class A
and Class B common
         stock.
Warrants, page 154
FirstName LastNameJonathan Neman
43.    Please amend your disclosure to briefly describe the formula that will
be used to calculate
Comapany    NameSweetgreen,
       the number             Inc. upon the automatic net exercise of the
Series J Preferred
                  of shares issuable
July 14,Stock
         2021Warrants.
              Page 9
FirstName LastName
 Jonathan Neman
FirstName
Sweetgreen,LastNameJonathan Neman
            Inc.
Comapany
July       NameSweetgreen, Inc.
     14, 2021
July 14,
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FirstName LastName
Notes to Consolidated Financial Statements
Note 1. Description of Business and Summary of Significant Accounting Policies
Gift Cards, page F-11

44.      Please disclose how you determine that the redemption of a gift card
is remote and there is
         not a legal obligation to remit the unredeemed gift card balance to
the relevant
         jurisdiction, and therefore, recognize the gift card as revenue.
       You may contact Patrick Kuhn at (202) 551-3308 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-3222
with any other
questions.



                                                              Sincerely,

                                                              Division of
Corporation Finance
                                                              Office of Trade &
Services
cc:      Siana E. Lowrey