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

Footnote 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.

Footnote 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.

Footnote F3

The shares are held by TF Group Holdings LLC.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.