Jonathan Neman - Jun 16, 2021 Form 4 Insider Report for Sweetgreen, Inc. (SG)

Role
Chief Executive Officer, Director
Signature
/s/ Andrew Glickman, Attorney-in-fact
Stock symbol
SG
Transactions as of
Jun 16, 2021
Transactions value $
$486,728
Form type
4
Date filed
11/23/2021, 04:58 PM
Next filing
Nov 17, 2021

Transactions Table

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
transaction SG Stock Option (Right to Buy) Award $0 +830K $0.00 830K Jun 16, 2021 Common Stock 830K $10.76 Direct F10
transaction SG Stock Option (Right to Buy) Options Exercise $0 -196K -100% $0.00* 0 Sep 23, 2021 Common Stock 196K $0.68 Direct F11
transaction SG Stock Option (Right to Buy) Options Exercise $0 -125K -100% $0.00* 0 Sep 23, 2021 Common Stock 125K $2.40 Direct F11
transaction SG Stock Option (Right to Buy) Options Exercise $0 -17.1K -54.65% $0.00 14.2K Sep 23, 2021 Common Stock 17.1K $3.14 Direct F11
transaction SG Series B Preferred Stock Conversion of derivative security $0 -9.76K -100% $0.00* 0 Nov 21, 2021 Common Stock 9.76K By spouse F4
transaction SG Series C Preferred Stock Conversion of derivative security $0 -40.2K -100% $0.00* 0 Nov 21, 2021 Common Stock 40.2K By spouse F4
transaction SG Series A Preferred Stock Conversion of derivative security $0 -486K -100% $0.00* 0 Nov 21, 2021 Common Stock 486K See footnote F4, F6
transaction SG Series B Preferred Stock Conversion of derivative security $0 -175K -100% $0.00* 0 Nov 21, 2021 Common Stock 175K See footnote F4, F6
transaction SG Series C Preferred Stock Conversion of derivative security $0 -124K -100% $0.00* 0 Nov 21, 2021 Common Stock 124K See footnote F4, F6
transaction SG Series E Preferred Stock Conversion of derivative security $0 -86.1K -100% $0.00* 0 Nov 21, 2021 Common Stock 86.1K See footnote F4, F6
transaction SG Series F Preferred Stock Conversion of derivative security $0 -44K -100% $0.00* 0 Nov 21, 2021 Common Stock 44K See footnote F4, F6
transaction SG Series A Preferred Stock Conversion of derivative security $0 -13.3K -100% $0.00* 0 Nov 21, 2021 Common Stock 13.3K See footnote F4, F7
transaction SG Series C Preferred Stock Conversion of derivative security $0 -35K -100% $0.00* 0 Nov 21, 2021 Common Stock 35K See footnote F4, F7
transaction SG Series E Preferred Stock Conversion of derivative security $0 -49.1K -100% $0.00* 0 Nov 21, 2021 Common Stock 49.1K See footnote F4, F7
transaction SG Series F Preferred Stock Conversion of derivative security $0 -31.3K -100% $0.00* 0 Nov 21, 2021 Common Stock 31.3K See footnote F4, F7
transaction SG Series G Preferred Stock Conversion of derivative security $0 -167K -100% $0.00* 0 Nov 21, 2021 Common Stock 167K See footnote F4, F7
transaction SG Class B Common Stock Other $0 +4M $0.00 4M Nov 22, 2021 Class A Common Stock 4M See footnote F1, F8, F12, F13
transaction SG Class B Common Stock Other $0 +500K $0.00 500K Nov 22, 2021 Class A Common Stock 500K See footnote F2, F8, F12, F13
transaction SG Class B Common Stock Other $0 +181K $0.00 181K Nov 22, 2021 Class A Common Stock 181K See footnote F8, F9, F12, F13
transaction SG Stock Option (Right to Buy) Other $0 -275K -100% $0.00* 0 Nov 22, 2021 Common Stock 275K $0.96 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 +275K $0.00 275K Nov 22, 2021 Class A Common Stock 275K $0.96 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 -14.2K -100% $0.00* 0 Nov 22, 2021 Common Stock 14.2K $3.14 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 +14.2K $0.00 14.2K Nov 22, 2021 Class A Common Stock 14.2K $3.14 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 -1.2M -100% $0.00* 0 Nov 22, 2021 Common Stock 1.2M $3.73 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 +1.2M $0.00 1.2M Nov 22, 2021 Class A Common Stock 1.2M $3.73 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 -200K -100% $0.00* 0 Nov 22, 2021 Common Stock 200K $7.77 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 +200K $0.00 200K Nov 22, 2021 Class A Common Stock 200K $7.77 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 -249K -100% $0.00* 0 Nov 22, 2021 Common Stock 249K $7.77 Direct F5, F14
transaction SG Stock Option (Right to Buy) Other $0 +249K $0.00 249K Nov 22, 2021 Class A Common Stock 249K $7.77 Direct F5, F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The shares are held by Jonathan Neman Revocable Trust U/T/A dated October 7, 2016.
F2 The shares are held by the Neman Descendants Trust U/T/A dated September 3, 2021.
F3 Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels.
F4 The share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F 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 the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock automatically converted into shares of Common Stock in connection with the initial public offering of the Issuer's Class A Common Stock (the "IPO").
F5 Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO.
F6 The shares are held by the JDRB Trust.
F7 The shares are held by Neman IV LLC.
F8 Each share of Class A Common Stock was exchanged for one share of Class B Common Stock effective upon the completion of the IPO.
F9 The shares are held by Nicholas H. Jammet, as Trustee of the Jonathan Neman 2014 GRAT.
F10 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.
F11 Fully vested.
F12 The shares of Class B Common Stock will convert automatically into shares of our Class A Common Stock on the final conversion date defined as the earlier of (i) the nine-month anniversary of the death or permanent disability of the last of the founders; (ii) the last trading day of the fiscal year during which the 10th anniversary of the effectiveness of the IPO registration statement occurs, or (iii) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock; provided, however, that the final conversion date may be extended by the affirmative vote of the holders of the majority of the voting power of the then-outstanding shares of Class A Common Stock not held by a founder or an affiliate or permitted transferee of a founder and entitled to vote generally in the election of directors, voting together as a single class.
F13 Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.
F14 The shares subject to the option are immediately exercisable. 25% of the shares subject to the original option vested on January 1, 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.

Remarks:

First of two forms 4 filed by the reporting person. The form is continued on the second of two.