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

Signature
/s/ Andrew Glickman, Attorney-in-fact
Issuer symbol
SG
Transactions as of
16 Jun 2021
Net transactions value
+$486,728
Form type
4
Filing time
23 Nov 2021, 16:58:04 UTC
Next filing
17 Nov 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SG Common Stock Gift $0 -500,000 -15% $0.000000 2,942,699 03 Sep 2021 See footnote F1
transaction SG Common Stock Gift $0 +500,000 $0.000000 500,000 03 Sep 2021 See footnote F2
transaction SG Common Stock Options Exercise $133,107 +195,745 +27% $0.6800* 917,908 23 Sep 2021 Direct
transaction SG Common Stock Options Exercise $300,000 +125,000 +14% $2.40* 1,042,908 23 Sep 2021 Direct
transaction SG Common Stock Options Exercise $53,622 +17,077 +1.6% $3.14 1,059,985 23 Sep 2021 Direct
transaction SG Common Stock Gift $0 -1,059,985 -100% $0.000000* 0 29 Sep 2021 Direct
transaction SG Common Stock Gift $0 +1,059,985 +36% $0.000000 4,002,684 29 Sep 2021 See footnote F1
transaction SG Common Stock Award $0 +2,100,000 $0.000000 2,100,000 24 Oct 2021 Direct F3
transaction SG Common Stock Conversion of derivative security +50,000 50,000 21 Nov 2021 By spouse F4
transaction SG Common Stock Other -50,000 -100% 0 22 Nov 2021 By spouse F5
transaction SG Class A Common Stock Other +50,000 50,000 22 Nov 2021 By spouse F5
transaction SG Common Stock Conversion of derivative security +915,490 +3212% 943,991 21 Nov 2021 See footnote F4, F6
transaction SG Common Stock Other -943,991 -100% 0 22 Nov 2021 See footnote F5, F6
transaction SG Class A Common Stock Other +943,991 943,991 22 Nov 2021 See footnote F5, F6
transaction SG Common Stock Conversion of derivative security +295,395 +1477% 315,395 21 Nov 2021 See footnote F4, F7
transaction SG Common Stock Other -315,395 -100% 0 22 Nov 2021 See footnote F5, F7
transaction SG Class A Common Stock Other +315,395 315,395 22 Nov 2021 See footnote F5, F7
transaction SG Common Stock Other -4,002,684 -100% 0 22 Nov 2021 See footnote F1, F5
transaction SG Class A Common Stock Other +4,002,684 4,002,684 22 Nov 2021 See footnote F1, F5
transaction SG Class A Common Stock Other -4,002,684 -100% 0 22 Nov 2021 See footnote F1, F8
transaction SG Common Stock Other -500,000 -100% 0 22 Nov 2021 See footnote F2, F5
transaction SG Class A Common Stock Other +500,000 500,000 22 Nov 2021 See footnote F2, F5
transaction SG Class A Common Stock Other -500,000 -100% 0 22 Nov 2021 See footnote F2, F8
transaction SG Common Stock Other -181,449 -100% 0 22 Nov 2021 See footnote F5, F9
transaction SG Class A Common Stock Other +181,449 181,449 22 Nov 2021 See footnote F5, F9
transaction SG Class A Common Stock Other -181,449 -100% 0 22 Nov 2021 See footnote F8, F9
transaction SG Common Stock Other -2,100,000 -100% 0 22 Nov 2021 Direct F3, F5
transaction SG Class A Common Stock Other +2,100,000 2,100,000 22 Nov 2021 Direct F3, F5

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 +830,000 $0.000000 830,000 16 Jun 2021 Common Stock 830,000 $10.76 Direct F10
transaction SG Stock Option (Right to Buy) Options Exercise $0 -195,745 -100% $0.000000* 0 23 Sep 2021 Common Stock 195,745 $0.6800 Direct F11
transaction SG Stock Option (Right to Buy) Options Exercise $0 -125,000 -100% $0.000000* 0 23 Sep 2021 Common Stock 125,000 $2.40 Direct F11
transaction SG Stock Option (Right to Buy) Options Exercise $0 -17,077 -55% $0.000000 14,173 23 Sep 2021 Common Stock 17,077 $3.14 Direct F11
transaction SG Series B Preferred Stock Conversion of derivative security $0 -9,757 -100% $0.000000* 0 21 Nov 2021 Common Stock 9,757 By spouse F4
transaction SG Series C Preferred Stock Conversion of derivative security $0 -40,243 -100% $0.000000* 0 21 Nov 2021 Common Stock 40,243 By spouse F4
transaction SG Series A Preferred Stock Conversion of derivative security $0 -486,373 -100% $0.000000* 0 21 Nov 2021 Common Stock 486,373 See footnote F4, F6
transaction SG Series B Preferred Stock Conversion of derivative security $0 -174,654 -100% $0.000000* 0 21 Nov 2021 Common Stock 174,654 See footnote F4, F6
transaction SG Series C Preferred Stock Conversion of derivative security $0 -124,415 -100% $0.000000* 0 21 Nov 2021 Common Stock 124,415 See footnote F4, F6
transaction SG Series E Preferred Stock Conversion of derivative security $0 -86,084 -100% $0.000000* 0 21 Nov 2021 Common Stock 86,084 See footnote F4, F6
transaction SG Series F Preferred Stock Conversion of derivative security $0 -43,964 -100% $0.000000* 0 21 Nov 2021 Common Stock 43,964 See footnote F4, F6
transaction SG Series A Preferred Stock Conversion of derivative security $0 -13,334 -100% $0.000000* 0 21 Nov 2021 Common Stock 13,334 See footnote F4, F7
transaction SG Series C Preferred Stock Conversion of derivative security $0 -34,965 -100% $0.000000* 0 21 Nov 2021 Common Stock 34,965 See footnote F4, F7
transaction SG Series E Preferred Stock Conversion of derivative security $0 -49,140 -100% $0.000000* 0 21 Nov 2021 Common Stock 49,140 See footnote F4, F7
transaction SG Series F Preferred Stock Conversion of derivative security $0 -31,290 -100% $0.000000* 0 21 Nov 2021 Common Stock 31,290 See footnote F4, F7
transaction SG Series G Preferred Stock Conversion of derivative security $0 -166,666 -100% $0.000000* 0 21 Nov 2021 Common Stock 166,666 See footnote F4, F7
transaction SG Class B Common Stock Other $0 +4,002,684 $0.000000 4,002,684 22 Nov 2021 Class A Common Stock 4,002,684 See footnote F1, F8, F12, F13
transaction SG Class B Common Stock Other $0 +500,000 $0.000000 500,000 22 Nov 2021 Class A Common Stock 500,000 See footnote F2, F8, F12, F13
transaction SG Class B Common Stock Other $0 +181,449 $0.000000 181,449 22 Nov 2021 Class A Common Stock 181,449 See footnote F8, F9, F12, F13
transaction SG Stock Option (Right to Buy) Other $0 -275,000 -100% $0.000000* 0 22 Nov 2021 Common Stock 275,000 $0.9600 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 +275,000 $0.000000 275,000 22 Nov 2021 Class A Common Stock 275,000 $0.9600 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 -14,173 -100% $0.000000* 0 22 Nov 2021 Common Stock 14,173 $3.14 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 +14,173 $0.000000 14,173 22 Nov 2021 Class A Common Stock 14,173 $3.14 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 -1,200,000 -100% $0.000000* 0 22 Nov 2021 Common Stock 1,200,000 $3.73 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 +1,200,000 $0.000000 1,200,000 22 Nov 2021 Class A Common Stock 1,200,000 $3.73 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 -200,000 -100% $0.000000* 0 22 Nov 2021 Common Stock 200,000 $7.77 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 +200,000 $0.000000 200,000 22 Nov 2021 Class A Common Stock 200,000 $7.77 Direct F5, F11
transaction SG Stock Option (Right to Buy) Other $0 -248,778 -100% $0.000000* 0 22 Nov 2021 Common Stock 248,778 $7.77 Direct F5, F14
transaction SG Stock Option (Right to Buy) Other $0 +248,778 $0.000000 248,778 22 Nov 2021 Class A Common Stock 248,778 $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.