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^*

Ru Nathaniel

(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
X	Officer (give title below)	Other (specify below)
	Chief Brand Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2021

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	09/17/2021		G		400,000	D	$0.00	2,752,945	I	See footnote⁽¹⁾
Common Stock	09/17/2021		G		400,000	A	$0.00	400,000	I	See footnote⁽²⁾
Common Stock	09/23/2021		M		195,745	A	$0.68	917,958	D
Common Stock	09/23/2021		M		125,000	A	$2.4	1,042,958	D
Common Stock	09/23/2021		M		17,077	A	$3.14	1,060,035	D
Common Stock	09/29/2021		G		1,060,035	D	$0.00	0	D
Common Stock	09/29/2021		G		1,060,035	A	$0.00	3,812,980	I	See footnote⁽¹⁾
Common Stock	10/24/2021		A		2,100,000⁽³⁾	D	$0.00	2,100,000	D
Common Stock	11/21/2021		C⁽⁴⁾		155	A	⁽⁴⁾	3,813,135	I	See footnote⁽¹⁾
Common Stock	11/22/2021		J⁽⁵⁾		3,813,135	D	⁽⁵⁾	0	I	See footnote⁽¹⁾
Class A Common Stock	11/22/2021		J⁽⁵⁾		3,813,135	A	⁽⁵⁾	3,813,135	I	See footnote⁽¹⁾
Class A Common Stock	11/22/2021		J⁽⁶⁾		3,813,135	D	⁽⁶⁾	0	I	See footnote⁽¹⁾
Common Stock	11/22/2021		J⁽⁵⁾		400,000	D	⁽⁵⁾	0	I	See footnote⁽²⁾
Class A Common Stock	11/22/2021		J⁽⁵⁾		400,000	A	⁽⁵⁾	400,000	I	See footnote⁽²⁾
Class A Common Stock	11/22/2021		J⁽⁶⁾		400,000	D	⁽⁶⁾	0	I	See footnote⁽²⁾
Common Stock	11/22/2021		J⁽⁵⁾		181,886	D	⁽⁵⁾	0	I	See footnote⁽⁷⁾
Class A Common Stock	11/22/2021		J⁽⁵⁾		181,886	A	⁽⁵⁾	181,886	I	See footnote⁽⁷⁾
Class A Common Stock	11/22/2021		J⁽⁶⁾		181,886	D	⁽⁶⁾	0	I	See footnote⁽⁷⁾
Common Stock	11/22/2021		J⁽⁵⁾		2,100,000⁽³⁾	D	⁽⁵⁾	0	D
Class A Common Stock	11/22/2021		J⁽⁵⁾		2,100,000⁽³⁾	A	⁽⁵⁾	2,100,000	D

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)
Stock Option (Right to Buy)	$10.76	06/16/2021		A		830,000		⁽⁸⁾	06/15/2031	Common Stock	830,000	$0.00	830,000	D
Stock Option (Right to Buy)	$0.68	09/23/2021		M			195,745	⁽⁹⁾	05/01/2024	Common Stock	195,745	$0.00	0	D
Stock Option (Right to Buy)	$2.4	09/23/2021		M			125,000	⁽⁹⁾	03/18/2026	Common Stock	125,000	$0.00	0	D
Stock Option (right to Buy)	$3.14	09/23/2021		M			17,077	⁽⁹⁾	03/13/2027	Common Stock	17,077	$0.00	14,173	D
Series A Preferred Stock	⁽⁴⁾	11/21/2021		C			155	⁽⁴⁾	⁽⁴⁾	Common Stock	155	$0.00	0	I	See footnote⁽¹⁾
Class B Common Stock	⁽¹⁰⁾⁽¹¹⁾	11/22/2021		J⁽⁶⁾		3,813,135		⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Class A Common Stock	3,813,135	$0.00	3,813,135	I	See footnote⁽¹⁾
Class B Common Stock	⁽¹⁰⁾⁽¹¹⁾	11/22/2021		J⁽⁶⁾		400,000		⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Class A Common Stock	400,000	$0.00	400,000	I	See footnote⁽²⁾
Class B Common Stock	⁽¹⁰⁾⁽¹¹⁾	11/22/2021		J⁽⁶⁾		181,886		⁽¹⁰⁾⁽¹¹⁾	⁽¹⁰⁾⁽¹¹⁾	Class A Common Stock	181,886	$0.00	181,886	I	See footnote⁽⁷⁾
Stock Option (Right to Buy)	$0.96	11/22/2021		J⁽⁵⁾			275,000	⁽⁹⁾	12/08/2024	Common Stock	275,000	$0.00	0	D
Stock Option (Right to Buy)	$0.96	11/22/2021		J⁽⁵⁾		275,000		⁽⁹⁾	12/08/2024	Class A Common Stock	275,000	$0.00	275,000	D
Stock Option (Right to Buy)	$3.14	11/22/2021		J⁽⁵⁾			14,173	⁽⁹⁾	03/13/2027	Common Stock	14,173	$0.00	0	D
Stock Option (Right to Buy)	$3.14	11/22/2021		J⁽⁵⁾		14,173		⁽⁹⁾	03/13/2027	Class A Common Stock	14,173	$0.00	14,173	D
Stock Option (Right to Buy)	$3.73	11/22/2021		J⁽⁵⁾			1,200,000	⁽⁹⁾	08/27/2028	Common Stock	1,200,000	$0.00	0	D
Stock Option (Right to Buy)	$3.73	11/22/2021		J⁽⁵⁾		1,200,000		⁽⁹⁾	08/27/2028	Class A Common Stock	1,200,000	$0.00	1,200,000	D
Stock Option (Right to Buy)	$7.77	11/22/2021		J⁽⁵⁾			200,000	⁽⁹⁾	12/04/2029	Common Stock	200,000	$0.00	0	D
Stock Option (Right to Buy)	$7.77	11/22/2021		J⁽⁵⁾		200,000		⁽⁹⁾	12/04/2029	Class A Common Stock	200,000	$0.00	200,000	D
Stock Option (Right to Buy)	$7.77	11/22/2021		J⁽⁵⁾			248,778	⁽¹²⁾	12/04/2029	Common Stock	248,778	$0.00	0	D
Stock Option (Right to Buy)	$7.77	11/22/2021		J⁽⁵⁾		248,778		⁽¹²⁾	12/04/2029	Class A Common Stock	248,778	$0.00	248,778	D
Stock Option (Right to Buy)	$10.76	11/22/2021		J⁽⁵⁾			830,000	⁽⁸⁾	06/15/2031	Common Stock	830,000	$0.00	0	D
Stock Option (Right to Buy)	$10.76	11/22/2021		J⁽⁵⁾		830,000		⁽⁸⁾	06/15/2031	Class A Common Stock	830,000	$0.00	830,000	D

Explanation of Responses:

1. The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016.

2. The shares are held by the Ru Descendants Trust U/T/A dated September 17, 2021.

3. Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels.

4. The shares of Series A 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 shares of Series A Preferred Stock automatically converted into shares of Common Stock in connection with the initial public offering of the Issuer's Class A Common Stock (the "IPO").

5. Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO.

6. Each share of Class A Common Stock was exchanged for one share of Class B Common Stock effective upon the completion of the IPO.

7. The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT.

8. 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.

9. Fully vested.

10. The shares of Class B Common Stock will convert automatically into shares of our Class A Common Stock on the final conversion date defined as the earlier of (i) the nine-month anniversary of the death or permanent disability of the last of the founders; (ii) the last trading day of the fiscal year during which the 10th anniversary of the effectiveness of the IPO registration statement occurs, or (iii) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock; provided, however, that the final conversion date may be extended by the affirmative vote of the holders of the majority of the voting power of the then-outstanding shares of Class A Common Stock not held by a founder or an affiliate or permitted transferee of a founder and entitled to vote generally in the election of directors, voting together as a single class.

11. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.

12. The shares subject to the option are immediately exercisable. 25% of the shares subject to the original option vested on January 1, 2020, 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	11/23/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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