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

Role: Chief Financial Officer
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, 17:56:22 UTC
Previous filing: 23 Nov 2021
Next filing: 17 Aug 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						397,750	17 Nov 2021	Direct	F1
holding	SG	Common Stock						200,000	17 Nov 2021	Direct	F1, F2
holding	SG	Common Stock						7,500	17 Nov 2021	By Family Trust	F1
holding	SG	Common Stock						2,500	17 Nov 2021	By Daughter's Trust	F1
holding	SG	Common Stock						125,000	17 Nov 2021	See footnote	F1, F3
holding	SG	Common Stock						125,000	17 Nov 2021	See footnote	F1, F4

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 C Preferred Stock							17 Nov 2021	Common Stock	30,909		By Family Trust	F1, F5
holding	SG	Series C Preferred Stock							17 Nov 2021	Common Stock	2,937		By Daughter's Trust	F1, F5
holding	SG	Series G Preferred Stock							17 Nov 2021	Common Stock	40,000		By Family Trust	F1, F5
holding	SG	Series G Preferred Stock							17 Nov 2021	Common Stock	2,000		By Daughter's Trust	F1, F5
holding	SG	Stock Option (Right to Buy)							17 Nov 2021	Common Stock	150,000	$7.77	Direct	F1, F6
holding	SG	Stock Option (Right to Buy)							17 Nov 2021	Common Stock	30,000	$7.77	Direct	F1, F7
holding	SG	Stock Option (Right to Buy)							17 Nov 2021	Common Stock	81,250	$4.78	Direct	F1, F8
holding	SG	Stock Option (Right to Buy)							17 Nov 2021	Common Stock	250,000	$10.76	Direct	F1, F9

* 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 are subject to both a time based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time based vesting requirement will be satisfied with respect to 25% of the shares on August 15, 2022 and with respect to the remainder of the shares in equal quarterly amounts over the following 36 months, subject to the reporting person's continuous service through each applicable vesting date.
F3	The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021.
F4	The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021.
F5	The Series C 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 C Preferred Stock and Series G Preferred Stock will automatically convert into shares of Common Stock.
F6	The shares subject to the option are immediately exercisable and vest monthly over 36 months measured from January 1, 2019, subject to the reporting person's continuous service through each applicable vesting date.
F7	The shares subject to the option will be fully vested upon the consummation of the IPO.
F8	The shares subject to the option are immediately exercisable and vest monthly over 24 months measured from June 30, 2020, subject to the reporting person's continuous service through each applicable vesting date.
F9	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.