Stephen M. Case - Nov 21, 2021 Form 4 Insider Report for Sweetgreen, Inc. (SG)

Role: Director
Signature: /s/ Andrew Glickman, Attorney-in-fact
Stock symbol: SG
Transactions as of: Nov 21, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/23/2021, 05:13 PM
Previous filing: Nov 17, 2021
Next filing: May 3, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SG	Common Stock	Conversion of derivative security		+164K			164K	Nov 21, 2021	See Footnote	F1, F2
transaction	SG	Common Stock	Other		-164K	-100%		0	Nov 22, 2021	See Footnote	F2, F3
transaction	SG	Class A Common Stock	Other		+164K			164K	Nov 22, 2021	See Footnote	F2, F3
transaction	SG	Common Stock	Conversion of derivative security		+6.24M			6.24M	Nov 21, 2021	See Footnote	F1, F4
transaction	SG	Common Stock	Other		-6.24M	-100%		0	Nov 22, 2021	See Footnote	F3, F4
transaction	SG	Class A Common Stock	Other		+6.24M			6.24M	Nov 22, 2021	See Footnote	F3, F4

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	Series C Preferred Stock	Conversion of derivative security	$0	-140K	-100%	$0.00^*	0	Nov 21, 2021	Common Stock	140K		See Footnote	F1, F2
transaction	SG	Series E Preferred Stock	Conversion of derivative security	$0	-23.5K	-100%	$0.00^*	0	Nov 21, 2021	Common Stock	23.5K		See Footnote	F1, F2
transaction	SG	Series D Preferred Stock	Conversion of derivative security	$0	-2.46M	-100%	$0.00^*	0	Nov 21, 2021	Common Stock	2.46M		See Footnote	F1, F5
transaction	SG	Series E Preferred Stock	Conversion of derivative security	$0	-3.13M	-100%	$0.00^*	0	Nov 21, 2021	Common Stock	3.13M		See Footnote	F1, F6
transaction	SG	Series F Preferred Stock	Conversion of derivative security	$0	-97.8K	-100%	$0.00^*	0	Nov 21, 2021	Common Stock	97.8K		See Footnote	F1, F7
transaction	SG	Series G Preferred Stock	Conversion of derivative security	$0	-556K	-100%	$0.00^*	0	Nov 21, 2021	Common Stock	556K		See Footnote	F1, F8

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

Explanation of Responses:

Id	Content
F1	The shares of Series C Preferred Stock, Series D 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 C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock automatically converted into shares of Common Stock.
F2	The shares are held by TF Group Holdings LLC.
F3	Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the initial public offering of the issuer's Class A Common Stock (the "IPO").
F4	Includes 2,080,497 shares held by Georgetown SG Holdings, LLC, 2,080,527 shares held by Revolutions Growth II, LP and 2,080,497 shares held by Tavern Green Holdings, LLC. The reporting person may be deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5	Includes 818,492 shares held by Georgetown SG Holdings, LLC, 818,521 shares held by Revolution Growth II, LP and 818,492 shares held by Tavern Green Holdings, LLC. The reporting person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6	Includes 1,044,226 shares held by Georgetown SG Holdings, LLC, 1,044,226 shares held by Revolution Growth II, LP and 1,044,226 shares held by Tavern Green Holdings, LLC. The reporting person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7	Includes 32,594 shares held by Georgetown SG Holdings, LLC, 32,595 shares held by Revolution Growth II, LP and 32,594 shares held by Tavern Green Holdings, LLC. The reporting person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F8	Includes 185,185 shares held by Georgetown SG Holdings, LLC, 185,185 shares held by Revolution Growth II, LP and 185,185 shares held by Tavern Green Holdings, LLC. The reporting person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.