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

Role
Chief Executive Officer, Director
Signature
/s/ Andrew Glickman, Attorney-in-fact
Stock symbol
SG
Transactions as of
Nov 17, 2021
Transactions value $
$0
Form type
3
Date filed
11/17/2021, 05:53 PM
Previous filing
Nov 23, 2021
Next filing
Oct 20, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SG Common Stock 2.1M Nov 17, 2021 Direct F1, F2
holding SG Common Stock 4M Nov 17, 2021 See footnote F3, F4
holding SG Common Stock 500K Nov 17, 2021 See footnote F3, F5
holding SG Common Stock 181K Nov 17, 2021 See footnote F3, F6
holding SG Common Stock 28.5K Nov 17, 2021 See footnote F1, F7
holding SG Common Stock 20K Nov 17, 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 Nov 17, 2021 Common Stock 9.76K By spouse F1, F9
holding SG Series C Preferred Stock Nov 17, 2021 Common Stock 40.2K By spouse F1, F9
holding SG Series A Preferred Stock Nov 17, 2021 Common Stock 486K See footnote F1, F7, F9
holding SG Series B Preferred Stock Nov 17, 2021 Common Stock 175K See footnote F1, F7, F9
holding SG Series C Preferred Stock Nov 17, 2021 Common Stock 124K See footnote F1, F7, F9
holding SG Series E Preferred Stock Nov 17, 2021 Common Stock 86.1K See footnote F1, F7, F9
holding SG Series F Preferred Stock Nov 17, 2021 Common Stock 44K See footnote F1, F7, F9
holding SG Series A Preferred Stock Nov 17, 2021 Common Stock 13.3K See footnote F1, F8, F9
holding SG Series C Preferred Stock Nov 17, 2021 Common Stock 35K See footnote F1, F8, F9
holding SG Series E Preferred Stock Nov 17, 2021 Common Stock 49.1K See footnote F1, F8, F9
holding SG Series F Preferred Stock Nov 17, 2021 Common Stock 31.3K See footnote F1, F8, F9
holding SG Series G Preferred Stock Nov 17, 2021 Common Stock 167K See footnote F1, F8, F9
holding SG Stock Option (Right to Buy) Nov 17, 2021 Common Stock 275K $0.96 Direct F1, F10
holding SG Stock Option (Right to Buy) Nov 17, 2021 Common Stock 14.2K $3.14 Direct F1, F10
holding SG Stock Option (Right to Buy) Nov 17, 2021 Common Stock 1.2M $3.73 Direct F1, F11
holding SG Stock Option (Right to Buy) Nov 17, 2021 Common Stock 200K $7.77 Direct F1, F11
holding SG Stock Option (Right to Buy) Nov 17, 2021 Common Stock 249K $7.77 Direct F1, F12
holding SG Stock Option (Right to Buy) Nov 17, 2021 Common Stock 830K $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.