SEC FORM 3

SEC Form 3

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^*

Schulman Brett

(Last)

(First)

(Middle)

C/O CAVA GROUP, INC.

14 RIDGE SQUARE NW, SUITE 500

(Street)

WASHINGTON

20016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2023

3. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CEO and President

5. 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 Beneficially Owned
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	512,891⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	147,144	⁽²⁾	D
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	57,495	⁽²⁾	I	By Spouse
Series A Preferred Stock	⁽²⁾	⁽²⁾	Common Stock	682,710	⁽²⁾	I	By LLC
Stock Options (right to buy)	⁽³⁾	08/04/2025	Common Stock	128,805	$1.28	D
Stock Options (right to buy)	⁽³⁾	12/20/2026	Common Stock	55,611	$1.92	D
Stock Options (right to buy)	⁽³⁾	02/22/2028	Common Stock	51,351	$2.66	D
Stock Options (right to buy)	⁽³⁾	11/20/2028	Common Stock	661,968	$7.56	D
Stock Options (right to buy)	⁽³⁾	02/06/2029	Common Stock	14,619	$2.94	D
Stock Options (right to buy)	⁽⁴⁾	05/10/2032	Common Stock	129,807	$6.75	D
Stock Options (right to buy)	⁽⁵⁾	04/03/2033	Common Stock	49,908	$9.58	D

Explanation of Responses:

1. Includes 223,062 unvested restricted stock units ("RSUs") of which 10,422 will vest on May 28, 2024, 59,682 will vest in two equal annual installments commencing January 1, 2024, 128,751 will vest in three equal annual installments commencing January 20, 2024 and 24,207 will vest in four equal annual installments commencing January 24, 2024. Each RSU represents a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share (the "Common Stock") upon settlement.

2. The Series A Preferred Stock has no expiration date. Immediately prior to the closing of the IPO on June 20, 2023, the Series A Preferred Stock will automatically convert into fully paid and nonassessable shares of Common Stock on a one for one basis.

3. These options are fully vested.

4. Options granted on May 10, 2022 which vest in four equal annual installments commencing on January 20, 2023.

5. Options granted on April 3, 2023 which vest in four equal annual installments commencing on January 24, 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. 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.