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

Role
Chief Financial Officer
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, 05:56 PM
Previous filing
Nov 23, 2021
Next filing
Aug 17, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SG Common Stock 398K Nov 17, 2021 Direct F1
holding SG Common Stock 200K Nov 17, 2021 Direct F1, F2
holding SG Common Stock 7.5K Nov 17, 2021 By Family Trust F1
holding SG Common Stock 2.5K Nov 17, 2021 By Daughter's Trust F1
holding SG Common Stock 125K Nov 17, 2021 See footnote F1, F3
holding SG Common Stock 125K Nov 17, 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 Nov 17, 2021 Common Stock 30.9K By Family Trust F1, F5
holding SG Series C Preferred Stock Nov 17, 2021 Common Stock 2.94K By Daughter's Trust F1, F5
holding SG Series G Preferred Stock Nov 17, 2021 Common Stock 40K By Family Trust F1, F5
holding SG Series G Preferred Stock Nov 17, 2021 Common Stock 2K By Daughter's Trust F1, F5
holding SG Stock Option (Right to Buy) Nov 17, 2021 Common Stock 150K $7.77 Direct F1, F6
holding SG Stock Option (Right to Buy) Nov 17, 2021 Common Stock 30K $7.77 Direct F1, F7
holding SG Stock Option (Right to Buy) Nov 17, 2021 Common Stock 81.3K $4.78 Direct F1, F8
holding SG Stock Option (Right to Buy) Nov 17, 2021 Common Stock 250K $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.