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*
Bertram Kenneth Robert

(Last) (First) (Middle)
C/O CAVA GROUP, INC.
14 RIDGE SQUARE NW, SUITE 500

(Street)
WASHINGTON DC 20016

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CLO & Secretary
3. Date of Earliest Transaction (Month/Day/Year)
01/20/2023
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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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)
Code V Amount (A) or (D) Price
Common Stock 01/20/2023 J(1) 1,062(2) D $9.58 40,614(2)(3) D
Common Stock 04/03/2023 A(4) 9,279(2) A $0 49,893(2)(3) D
Common Stock 05/22/2023 X 7,035 A $6.75 56,928(3) D
Common Stock 06/20/2023 A(5) 20,454 A $0 77,382(3) D
Common Stock 06/20/2023 P 1,500 A $22 1,500 I By Spouse
Common Stock 06/20/2023 P 600 A $22 600 I By Son
Common Stock 06/20/2023 P 195 A $22 195 I By Daughter
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (right to buy) $9.58 04/03/2023 A(6) 19,131 (6) 04/03/2033 Common Stock 19,131 $0 19,131 D
Stock Options (right to buy) $6.75 05/22/2023 X 7,035 (7) 05/10/2032 Common Stock 7,035 $0 21,108 D
Stock Options (right to buy) $22 06/20/2023 A 40,214 (8) 06/14/2033 Common Stock 40,214 $0 40,214 D
Explanation of Responses:
1. Represents shares that have been withheld by CAVA Group, Inc. (the "Issuer") to satisfy the tax withholding obligations in connection with the net settlement of restricted stock units ("RSUs").
2. The number of shares of common stock, par value $0.0001 per share (the "Common Stock"), of the Issuer reported in this Form 4 reflects the 3-for-1 forward stock split of Common Stock (the "Stock Split"), which became effective on June 2, 2023 in connection with the Issuer's initial public offering.
3. Includes unvested RSUs.
4. On April 3, 2023 reporting person was granted RSUs which vest in four equal annual installments commencing on January 24, 2024. Each RSU represents a contingent right to receive one share of Common Stock upon settlement. Such securities were originally included on the Form 3 filed by the reporting person on June 15, 2023.
5. Reflects a grant of RSUs which vest in four equal annual installments commencing on June 14, 2024. Each RSU represents a contingent right to receive one share of Common Stock upon settlement.
6. On April 3, 2023 reporting person was granted options to purchase shares of Common Stock which vest in four equal annual installments commencing on January 24, 2024. Such securities were originally included on the Form 3 filed by the reporting person on June 15, 2023. Reflects the Stock Split.
7. Remaining options vest in three equal annual installments commencing January 20, 2024.
8. Reflects a grant of options to purchase shares of Common Stock which vest in four equal annual installments commencing on June 14, 2024.
Remarks:
The reporting person states that this filing shall not be an admission that the reporting person is the beneficial owner of any of the securities reported herein as indirectly owned, and the reporting person disclaims beneficial ownership of such securities except to the extent of the reporting person's pecuniary interest therein.
/s/ Kenneth Robert Bertram 06/22/2023
** 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 4 (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).
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