United States securities and exchange commission logo





                            September 3, 2021

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

                                                        Re: Sweetgreen, Inc.
                                                            Amendment No. 2 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted August
23, 2021
                                                            CIK No. 0001477815

       Dear Mr. Neman:

             We have reviewed your amended 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.

       Amendment No. 2 to Draft Registration Statement on Form S-1

       Key Metrics and Non-GAAP Financial Measures, page iv

   1.                                                   We note your amended
definition of Same-Store Sales Change, including that "[f]or fiscal
                                                        years 2020 and 2021 and
the interim periods presented, we adjusted this calculation due to
                                                        the temporary closures
of 56 restaurants, which represented a significant portion of our
                                                        restaurant fleet, due
to political and civil disturbances that occurred during one week in
                                                        the second quarter of
fiscal year 2020. Because excluding an entire fiscal month for these
                                                        restaurants would
result in a Same-Store Sales figure that is not representative of our
                                                        business as a whole, we
excluded only one week from the calculation of Same-Store Sales
                                                        Change for such
restaurants." Here and elsewhere as appropriate, including page 83, page
 Jonathan Neman
Sweetgreen, Inc.
September 3, 2021
Page 2
      88 and throughout the Management's Discussion and Analysis, please amend
your
      disclosure to state that, because of the difference in how you calculated
Same-Store Sales
      Change for fiscal years 2020 and 2021 and the interim periods
presented,this metric for
      fiscal years 2020 and 2021 and the interim periods presented is not
comparable to prior
      financial periods.
Our Growth Strategies
Grow Our Restaurant Footprint, page 9

2.    We note your amended disclosure that "We believe these benefits of
densification are
      reflected in our AUVs: in the markets in which we operated at the
beginning of fiscal year
      2014, from 2014 to 2019, we more than tripled our restaurant count, and
in parallel our
      AUVs grew in those markets by approximately 85% over the same period." To
provide
      investors with the most current information about the "benefits of
densification" to your
      business, please amend your disclosure to provide similar data for your
fiscal year ended
      2020.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 83

3.    We note your disclosure that "Additionally, we had average year two
Cash-on-Cash
      Returns for our restaurants opened from 2014 through 2017 of 40%." To
provide
      additional context for investors regarding this metric, please amend your
disclosure to
      provide the year one Cash-on-Cash Returns for your restaurants. Please
also update your
      disclosure about year two Cash-on-Cash Returns to include the most recent
data for this
      metric, specifically the year two returns for restaurants opened in 2018.
       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,
FirstName LastNameJonathan Neman
                                                           Division of
Corporation Finance
Comapany NameSweetgreen, Inc.
                                                           Office of Trade &
Services
September 3, 2021 Page 2
cc:       Siana E. Lowrey
FirstName LastName