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

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, 05:02 PM
Next filing
Nov 17, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SG Common Stock Gift $0 -400K -12.69% $0.00 2.75M Sep 17, 2021 See footnote F1
transaction SG Common Stock Gift $0 +400K $0.00 400K Sep 17, 2021 See footnote F2
transaction SG Common Stock Options Exercise $133K +196K +27.1% $0.68* 918K Sep 23, 2021 Direct
transaction SG Common Stock Options Exercise $300K +125K +13.62% $2.40* 1.04M Sep 23, 2021 Direct
transaction SG Common Stock Options Exercise $53.6K +17.1K +1.64% $3.14 1.06M Sep 23, 2021 Direct
transaction SG Common Stock Gift $0 -1.06M -100% $0.00* 0 Sep 29, 2021 Direct
transaction SG Common Stock Gift $0 +1.06M +38.51% $0.00 3.81M Sep 29, 2021 See footnote F1
transaction SG Common Stock Award $0 -2.1M -50% $0.00 2.1M Oct 24, 2021 Direct F3
transaction SG Common Stock Conversion of derivative security +155 +0% 3.81M Nov 21, 2021 See footnote F1, F4
transaction SG Common Stock Other -3.81M -100% 0 Nov 22, 2021 See footnote F1, F5
transaction SG Class A Common Stock Other +3.81M 3.81M Nov 22, 2021 See footnote F1, F5
transaction SG Class A Common Stock Other -3.81M -100% 0 Nov 22, 2021 See footnote F1, F6
transaction SG Common Stock Other -400K -100% 0 Nov 22, 2021 See footnote F2, F5
transaction SG Class A Common Stock Other +400K 400K Nov 22, 2021 See footnote F2, F5
transaction SG Class A Common Stock Other -400K -100% 0 Nov 22, 2021 See footnote F2, F6
transaction SG Common Stock Other -182K -100% 0 Nov 22, 2021 See footnote F5, F7
transaction SG Class A Common Stock Other +182K 182K Nov 22, 2021 See footnote F5, F7
transaction SG Class A Common Stock Other -182K -100% 0 Nov 22, 2021 See footnote F6, F7
transaction SG Common Stock Other -2.1M -100% 0 Nov 22, 2021 Direct F3, F5
transaction SG Class A Common Stock Other +2.1M 2.1M Nov 22, 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 +830K $0.00 830K Jun 16, 2021 Common Stock 830K $10.76 Direct F8
transaction SG Stock Option (Right to Buy) Options Exercise $0 -196K -100% $0.00* 0 Sep 23, 2021 Common Stock 196K $0.68 Direct F9
transaction SG Stock Option (Right to Buy) Options Exercise $0 -125K -100% $0.00* 0 Sep 23, 2021 Common Stock 125K $2.40 Direct F9
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 F9
transaction SG Series A Preferred Stock Conversion of derivative security $0 -155 -100% $0.00* 0 Nov 21, 2021 Common Stock 155 See footnote F1, F4
transaction SG Class B Common Stock Other $0 +3.81M $0.00 3.81M Nov 22, 2021 Class A Common Stock 3.81M See footnote F1, F6, F10, F11
transaction SG Class B Common Stock Other $0 +400K $0.00 400K Nov 22, 2021 Class A Common Stock 400K See footnote F2, F6, F10, F11
transaction SG Class B Common Stock Other $0 +182K $0.00 182K Nov 22, 2021 Class A Common Stock 182K See footnote F6, F7, F10, F11
transaction SG Stock Option (Right to Buy) Other $0 -275K -100% $0.00* 0 Nov 22, 2021 Common Stock 275K $0.96 Direct F5, F9
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, F9
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, F9
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, F9
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, F9
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, F9
transaction SG Stock Option (Right to Buy) Other $0 -200K -100% $0.00* 0 Nov 22, 2021 Common Stock 200K $7.77 Direct F5, F9
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, F9
transaction SG Stock Option (Right to Buy) Other $0 -249K -100% $0.00* 0 Nov 22, 2021 Common Stock 249K $7.77 Direct F5, F12
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, F12
transaction SG Stock Option (Right to Buy) Other $0 -830K -100% $0.00* 0 Nov 22, 2021 Common Stock 830K $10.76 Direct F5, F8
transaction SG Stock Option (Right to Buy) Other $0 +830K $0.00 830K Nov 22, 2021 Class A Common Stock 830K $10.76 Direct F5, F8
* 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 Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016.
F2 The shares are held by the Ru Descendants Trust U/T/A dated September 17, 2021.
F3 Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels.
F4 The shares of Series A 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 shares of Series A 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 Each share of Class A Common Stock was exchanged for one share of Class B Common Stock effective upon the completion of the IPO.
F7 The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT.
F8 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.
F9 Fully vested.
F10 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.
F11 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.
F12 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.