Jonathan Neman - 17 Nov 2021 Form 3 Insider Report for Sweetgreen, Inc. (SG)

Role
Chief Executive Officer, Director
Signature
/s/ Andrew Glickman, Attorney-in-fact
Issuer symbol
SG
Transactions as of
17 Nov 2021
Net transactions value
$0
Form type
3
Filing time
17 Nov 2021, 17:53:54 UTC
Previous filing
23 Nov 2021
Next filing
20 Oct 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SG Common Stock 2,100,000 17 Nov 2021 Direct F1, F2
holding SG Common Stock 4,002,684 17 Nov 2021 See footnote F3, F4
holding SG Common Stock 500,000 17 Nov 2021 See footnote F3, F5
holding SG Common Stock 181,449 17 Nov 2021 See footnote F3, F6
holding SG Common Stock 28,501 17 Nov 2021 See footnote F1, F7
holding SG Common Stock 20,000 17 Nov 2021 See footnote F1, F8

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SG Series B Preferred Stock 17 Nov 2021 Common Stock 9,757 By spouse F1, F9
holding SG Series C Preferred Stock 17 Nov 2021 Common Stock 40,243 By spouse F1, F9
holding SG Series A Preferred Stock 17 Nov 2021 Common Stock 486,373 See footnote F1, F7, F9
holding SG Series B Preferred Stock 17 Nov 2021 Common Stock 174,654 See footnote F1, F7, F9
holding SG Series C Preferred Stock 17 Nov 2021 Common Stock 124,415 See footnote F1, F7, F9
holding SG Series E Preferred Stock 17 Nov 2021 Common Stock 86,084 See footnote F1, F7, F9
holding SG Series F Preferred Stock 17 Nov 2021 Common Stock 43,964 See footnote F1, F7, F9
holding SG Series A Preferred Stock 17 Nov 2021 Common Stock 13,334 See footnote F1, F8, F9
holding SG Series C Preferred Stock 17 Nov 2021 Common Stock 34,965 See footnote F1, F8, F9
holding SG Series E Preferred Stock 17 Nov 2021 Common Stock 49,140 See footnote F1, F8, F9
holding SG Series F Preferred Stock 17 Nov 2021 Common Stock 31,290 See footnote F1, F8, F9
holding SG Series G Preferred Stock 17 Nov 2021 Common Stock 166,666 See footnote F1, F8, F9
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 275,000 $0.9600 Direct F1, F10
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 14,173 $3.14 Direct F1, F10
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 1,200,000 $3.73 Direct F1, F11
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 200,000 $7.77 Direct F1, F11
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 248,778 $7.77 Direct F1, F12
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 830,000 $10.76 Direct F1, F13
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO").
F2 Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels.
F3 Each share of Common Stock shall be reclassified into one share of Class A Common Stock at immediately prior to the completion of the IPO. Each share of Class A Common Stock shall be exchanged for one share of Class B Common Stock effective upon the completion of the IPO.
F4 The shares are held by Jonathan Neman Revocable Trust U/T/A dated October 7, 2016.
F5 The shares are held by the Neman Descendants Trust U/T/A dated September 3, 2021.
F6 The shares are held by Nicholas H. Jammet, as Trustee of the Jonathan Neman 2014 GRAT.
F7 The shares are held by the JDRB Trust.
F8 The shares are held by Neman IV LLC.
F9 The Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G 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 on the day immediately prior to the completion of the IPO, the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock will automatically convert into shares of Common Stock.
F10 Fully vested.
F11 The shares subject to the option will be fully vested upon the consummation of the IPO.
F12 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.
F13 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.