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

Role
Chief Brand Officer, Director
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, 17:02:13 UTC
Next filing
17 Nov 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SG Common Stock Gift $0 -400,000 -13% $0.000000 2,752,945 17 Sep 2021 See footnote F1
transaction SG Common Stock Gift $0 +400,000 $0.000000 400,000 17 Sep 2021 See footnote F2
transaction SG Common Stock Options Exercise $133,107 +195,745 +27% $0.6800* 917,958 23 Sep 2021 Direct
transaction SG Common Stock Options Exercise $300,000 +125,000 +14% $2.40* 1,042,958 23 Sep 2021 Direct
transaction SG Common Stock Options Exercise $53,622 +17,077 +1.6% $3.14 1,060,035 23 Sep 2021 Direct
transaction SG Common Stock Gift $0 -1,060,035 -100% $0.000000* 0 29 Sep 2021 Direct
transaction SG Common Stock Gift $0 +1,060,035 +39% $0.000000 3,812,980 29 Sep 2021 See footnote F1
transaction SG Common Stock Award $0 -2,100,000 -50% $0.000000 2,100,000 24 Oct 2021 Direct F3
transaction SG Common Stock Conversion of derivative security +155 +0% 3,813,135 21 Nov 2021 See footnote F1, F4
transaction SG Common Stock Other -3,813,135 -100% 0 22 Nov 2021 See footnote F1, F5
transaction SG Class A Common Stock Other +3,813,135 3,813,135 22 Nov 2021 See footnote F1, F5
transaction SG Class A Common Stock Other -3,813,135 -100% 0 22 Nov 2021 See footnote F1, F6
transaction SG Common Stock Other -400,000 -100% 0 22 Nov 2021 See footnote F2, F5
transaction SG Class A Common Stock Other +400,000 400,000 22 Nov 2021 See footnote F2, F5
transaction SG Class A Common Stock Other -400,000 -100% 0 22 Nov 2021 See footnote F2, F6
transaction SG Common Stock Other -181,886 -100% 0 22 Nov 2021 See footnote F5, F7
transaction SG Class A Common Stock Other +181,886 181,886 22 Nov 2021 See footnote F5, F7
transaction SG Class A Common Stock Other -181,886 -100% 0 22 Nov 2021 See footnote F6, F7
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 F8
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 F9
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 F9
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 F9
transaction SG Series A Preferred Stock Conversion of derivative security $0 -155 -100% $0.000000* 0 21 Nov 2021 Common Stock 155 See footnote F1, F4
transaction SG Class B Common Stock Other $0 +3,813,135 $0.000000 3,813,135 22 Nov 2021 Class A Common Stock 3,813,135 See footnote F1, F6, F10, F11
transaction SG Class B Common Stock Other $0 +400,000 $0.000000 400,000 22 Nov 2021 Class A Common Stock 400,000 See footnote F2, F6, F10, F11
transaction SG Class B Common Stock Other $0 +181,886 $0.000000 181,886 22 Nov 2021 Class A Common Stock 181,886 See footnote F6, F7, F10, F11
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, F9
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, F9
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, F9
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, F9
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, F9
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, F9
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, F9
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, F9
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, F12
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, F12
transaction SG Stock Option (Right to Buy) Other $0 -830,000 -100% $0.000000* 0 22 Nov 2021 Common Stock 830,000 $10.76 Direct F5, F8
transaction SG Stock Option (Right to Buy) Other $0 +830,000 $0.000000 830,000 22 Nov 2021 Class A Common Stock 830,000 $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.