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

Role: Chief Development 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, 06:01 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						13K	Nov 17, 2021	Direct	F1
holding	SG	Common Stock						200K	Nov 17, 2021	Direct	F1, F2

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)							Nov 17, 2021	Common Stock	87K	$7.77	Direct	F1, F3
holding	SG	Stock Option (Right to Buy)							Nov 17, 2021	Common Stock	75K	$4.78	Direct	F1, F4
holding	SG	Stock Option (Right to Buy)							Nov 17, 2021	Common Stock	100K	$10.76	Direct	F1, F5

* 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	25% of the shares subject to the original option vested on October 21, 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.
F4	25% of the shares subject to the original option vested on June 30, 2021, 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.
F5	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.