FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/15/2023 |
3. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Common Stock | 3,399 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series E Preferred Stock | (1) | (1) | Common Stock | 1,323 | (1) | D | |
Stock Options (right to buy) | (2) | 11/01/2026 | Common Stock | 67,878 | $1.92 | D | |
Stock Options (right to buy) | (3) | 12/13/2029 | Common Stock | 7,500 | $2.94 | D | |
Stock Options (right to buy) | (4) | 08/01/2030 | Common Stock | 7,500 | $3.12 | D | |
Stock Options (right to buy) | (5) | 08/01/2031 | Common Stock | 7,500 | $6.25 | D | |
Stock Options (right to buy) | (6) | 01/24/2033 | Common Stock | 7,500 | $9.58 | D |
Explanation of Responses: |
1. The Series E Preferred Stock has no expiration date. Immediately prior to the closing of the initial public offering on June 20, 2023, the Series E Preferred Stock will automatically convert into fully paid and nonassessable shares of common stock, par value $0.0001 per share on a one for one basis. |
2. These options are fully vested. |
3. Options granted December 13, 2019 which vest in four equal annual installments commencing on October 1, 2020. |
4. Options granted on November 5, 2020 which vest in four equal annual installments commencing on August 1, 2021. |
5. Options granted on January 25, 2022 which vest in four equal annual installments commencing on August 1, 2022. |
6. Options granted on January 24, 2023 which vest in four equal annual installments commencing on January 24, 2024. |
Remarks: |
Exhibit List - Exhibit 24 Power of Attorney |
/s/ Kenneth Robert Bertram, as Attorney-in-Fact | 06/15/2023 | |
** 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 5 (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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |