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

Role: Chief Operating Officer
Signature: /s/ Andrew Glickman, Attorney-in-fact
Stock symbol: SG
Transactions as of: Jun 16, 2021
Transactions value $: $99,998
Form type: 4
Date filed: 11/23/2021, 05:05 PM
Previous filing: May 21, 2021
Next filing: Nov 17, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SG	Common Stock	Options Exercise	$100K	+20.9K		$4.78	20.9K	Jul 16, 2021	Direct
transaction	SG	Common Stock	Award	$0	+200K	+956.02%	$0.00	221K	Oct 24, 2021	Direct	F1
transaction	SG	Common Stock	Other		-221K	-100%		0	Nov 22, 2021	Direct	F2
transaction	SG	Class A Common Stock	Other		+221K			221K	Nov 22, 2021	Direct	F2, F3

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	+100K		$0.00	100K	Jun 16, 2021	Common Stock	100K	$10.76	Direct	F4
transaction	SG	Stock Option (Right to Buy)	Options Exercise	$0	-20.9K	-5.98%	$0.00	329K	Jul 16, 2021	Common Stock	20.9K	$4.78	Direct	F5
transaction	SG	Stock Option (Right to Buy)	Other	$0	-329K	-100%	$0.00^*	0	Nov 22, 2021	Common Stock	329K	$4.78	Direct	F2, F5
transaction	SG	Stock Option (Right to Buy)	Other	$0	+329K		$0.00	329K	Nov 22, 2021	Class A Common Stock	329K	$4.78	Direct	F2, F5
transaction	SG	Stock Option (Right to Buy)	Other	$0	-100K	-100%	$0.00^*	0	Nov 22, 2021	Common Stock	100K	$10.76	Direct	F2, F4
transaction	SG	Stock Option (Right to Buy)	Other	$0	+100K		$0.00	100K	Nov 22, 2021	Class A Common Stock	100K	$10.76	Direct	F2, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") that are subject to both a time based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement was met upon the consummation of the initial public offering of the Issuer's Class A Common Stock (the "IPO"). The time based vesting requirement will be satisfied with respect to 25% of the shares on August 15, 2022 and with respect to the remainder of the shares in equal quarterly amounts over the following 36 months, subject to the reporting person's continuous service through each applicable vesting date.
F2	Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO.
F3	Includes 200,000 shares subject to RSUs.
F4	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.
F5	25% of the shares subject to the original option vested on May 11, 2021, 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.