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

Role: Chief Concept 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, 17:54:41 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						3,713,646	17 Nov 2021	See footnote	F3, F4
holding	SG	Common Stock						500,000	17 Nov 2021	See footnote	F3, F5
holding	SG	Common Stock						184,503	17 Nov 2021	See footnote	F3, F6

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	Stock Option (Right to Buy)							17 Nov 2021	Common Stock	275,000	$0.9600	Direct	F1, F7
holding	SG	Stock Option (Right to Buy)							17 Nov 2021	Common Stock	14,173	$3.14	Direct	F1, F7
holding	SG	Stock Option (Right to Buy)							17 Nov 2021	Common Stock	1,200,000	$3.73	Direct	F1, F8
holding	SG	Stock Option (Right to Buy)							17 Nov 2021	Common Stock	200,000	$7.77	Direct	F1, F8
holding	SG	Stock Option (Right to Buy)							17 Nov 2021	Common Stock	248,778	$7.77	Direct	F1, F9
holding	SG	Stock Option (Right to Buy)							17 Nov 2021	Common Stock	830,000	$10.76	Direct	F1, F10

* 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 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 Nicolas Jammet Revocable Trust U/T/A dated October 7, 2016.
F5	The shares are held by the Jammet Descendants Trust U/T/A dated September 3, 2021.
F6	The shares are held by Patrick Jammet, as Trustee of the Nicolas H. Jammet 2014 GRAT.
F7	Fully vested.
F8	The shares subject to the option will be fully vested upon on the consummation of the IPO.
F9	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.
F10	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.