Nathaniel Ru - 07 Sep 2023 Form 4 Insider Report for Sweetgreen, Inc. (SG)

Role
Chief Brand Officer, Director
Signature
/s/ Eric Steiner, Attorney-in-fact
Issuer symbol
SG
Transactions as of
07 Sep 2023
Net transactions value
-$1,345,274
Form type
4
Filing time
08 Sep 2023, 16:49:14 UTC
Previous filing
01 Jun 2023
Next filing
11 Oct 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SG Class A Common Stock Conversion of derivative security $0 +96,091 $0.000000 96,091 07 Sep 2023 See footnote F1, F2
transaction SG Class A Common Stock Sale $1,345,274 -96,091 -100% $14.00 0 07 Sep 2023 See footnote F2, F3, F4
holding SG Class A Common Stock 2,121,899 07 Sep 2023 Direct 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 Class B Common Stock Conversion of derivative security $0 -96,091 -2.6% $0.000000 3,667,626 07 Sep 2023 Class A Common Stock 96,091 See footnote F1, F2
holding SG Class B Common Stock 180,904 07 Sep 2023 Class A Common Stock 180,904 See footnote F1, F6
holding SG Class B Common Stock 400,000 07 Sep 2023 Class A Common Stock 400,000 See footnote F1, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 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.
F2 The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016.
F3 The shares were sold pursuant to a 10b5-1 trading plan adopted by the reporting person on May 31, 2023.
F4 The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $13.68 to $14.21. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
F5 Includes 2,100,000 shares subject to restricted stock units that vest over time and if and to the extent the issuer's stock price reaches specified levels.
F6 The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT.
F7 The shares are held by the Ru Descendants Trust U/T/A dated September 17, 2021.