Stephen M. Case - Nov 17, 2021 Form 3 Insider Report for Sweetgreen, Inc. (SG)

Role
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, 06:06 PM
Next filing
Nov 23, 2021

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 140K See footnote F1, F2, F3
holding SG Series E Preferred Stock Nov 17, 2021 Common Stock 23.5K See footnote F1, F2, F3
holding SG Series D Preferred Stock Nov 17, 2021 Common Stock 2.46M See footnote F1, F2, F4
holding SG Series E Preferred Stock Nov 17, 2021 Common Stock 3.13M See footnote F1, F2, F5
holding SG Series F Preferred Stock Nov 17, 2021 Common Stock 97.8K See footnote F1, F2, F6
holding SG Series G Preferred Stock Nov 17, 2021 Common Stock 556K See footnote F1, F2, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock, is convertible into shares of Common Stock on a 1:1 basis and has no expiration date. At 11:59 p.m. Eastern time on the day immediately prior to the completion of the initial public offering of the Issuer's Class A Common Stock, the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock will automatically convert into shares of Common Stock.
F2 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.
F3 The shares are held by TF Group Holdings LLC.
F4 Includes 818,492 shares held by Georgetown SG Holdings, LLC, 818,521 shares held by Revolution Growth II, LP and 818,492 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5 Includes 1,044,226 shares held by Georgetown SG Holdings, LLC, 1,044,226 shares held by Revolution Growth II, LP and 1,044,226 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6 Includes 32,594 shares held by Georgetown SG Holdings, LLC, 32,595 shares held by Revolution Growth II, LP and 32,594 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7 Includes 185,185 shares held by Georgetown SG Holdings, LLC, 185,185 shares held by Revolution Growth II, LP and 185,185 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.