United States securities and exchange commission logo





                              October 1, 2021

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

                                                        Re: Sweetgreen, Inc.
                                                            Amendment No. 3 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted September
14, 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. 3 to Draft Registration Statement on Form S-1, submitted
September 14, 2021

       Cover Page

   1.                                                   We note your graphic
prominently showing your number of restaurants, average unit
                                                        volume, revenue CAGR,
restaurant-level profit margin, total digital revenue, net promoter
                                                        score, and active
customers. We also note that in the footnotes to this graphic, you
                                                        indicate that some of
this information is from fiscal 2019. Please update this graphic to
                                                        reflect more current
metrics, for fiscal 2020 or the most recent interim period presented in
                                                        your filing, or remove
the graphic from your filing.
 Jonathan Neman
FirstName
Sweetgreen,LastNameJonathan Neman
            Inc.
Comapany
October    NameSweetgreen, Inc.
        1, 2021
October
Page 2 1, 2021 Page 2
FirstName LastName
Prospectus Summary
What Sets Sweetgreen Apart
Digitally-Driven Restaurants, page 4

2.       We note your amended disclosure in footnote 1 to the graphic at the
bottom of page five
         that the data presented "Excludes customers who were not existing
sweetgreen customers
         prior to the relevant quarter of measurement, as well as certain
groups that we do not
         believe reflect the average sweetgreen digital customer, such as
sweetgreen employees
         and aggregate ordering platform accounts, which constitute an
immaterial portion of our
         digital orders." Please amend your disclosure to clarify how you
determine groups that
         "reflect the average sweetgreen digital customer," and to identify all
groups that have been
         excluded from the data presented in your graphic. Please also tell us
whether all groups
         that are excluded from this metric represent "an immaterial portion"
of your digital orders.
Our Growth Strategies
Grow Our Restaurant Footprint, page 10

3.       We note your response to comment 2, and your amended disclosure
clarifying
         that this trend occurred prior to the impact of the COVID-19 pandemic.
However, given
         that the COVID-19 pandemic affected your 2020 operating results, and
your disclosure
         elsewhere that "changes in economic conditions and the customer
behavior trends they
         drive, including long-term customer behavior trends following the
COVID-19 pandemic .
         . . are uncertain," please amend your disclosure to provide similar
data for your fiscal year
         ended 2020, to provide investors with the most current information
related to trends
         affecting your operations.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Overview, page 89

4.       We note your response to comment 3, and your amended disclosure that
"[y]ear two Cash-
         on-Cash Returns for restaurants opened since 2018 were significantly
impacted by the
         COVID-19 pandemic and therefore we believe not representative of our
historical or
         targeted future performance." However, we are not persuaded by your
response. The
         COVID-19 pandemic and related impact are part of your historical
performance, and the
         future effects of the COVID-19 pandemic are uncertain. Therefore, to
provide investors
         with the most current and accurate data about your historical
Cash-on-Cash returns, please
         update your disclosure to include year two Cash-on-Cash returns for
restaurants opened
         since 2018. As a related matter, please amend your disclosure to
explain, as you do in
         your response, why you do not include year one Cash-on-Cash returns in
your filing.
Underwriting, page 206

5.       We note your disclosure that "We currently anticipate that up to     %
of the shares of
         Class A common stock offered hereby will, at our request, be offered
to retail investors
 Jonathan Neman
Sweetgreen, Inc.
October 1, 2021
Page 3
      through Robinhood Financial, LLC, as a selling group member, via its
online brokerage
      platform. Robinhood Financial is not acting as an underwriter in this
offering and is not
      affiliated with the company." Please remove the language indicating that
Robinhood
      Financial is not acting as an underwriter in this offering. In addition,
please tell us
      whether the "Robin Hood," of whose leadership council Mr. Blumenthal is a
member, is
      related to or is the same entity as Robinhood Financial, LLC. If so, tell
us how you
      determined that you are not affiliated with Robinhood Financial, LLC.
      Please contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at
(202) 551-
3222 with any questions.



                                                           Sincerely,
FirstName LastNameJonathan Neman
                                                           Division of
Corporation Finance
Comapany NameSweetgreen, Inc.
                                                           Office of Trade &
Services
October 1, 2021 Page 3
cc:       Siana E. Lowrey
FirstName LastName