Nathaniel Ru - Nov 20, 2023 Form 4 Insider Report for Sweetgreen, Inc. (SG)

Role
Chief Brand Officer, Director
Signature
/s/ Eric Steiner, Attorney-in-fact
Stock symbol
SG
Transactions as of
Nov 20, 2023
Transactions value $
-$246,500
Form type
4
Date filed
11/22/2023, 05:25 PM
Previous filing
Oct 24, 2023
Next filing
May 16, 2024

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 +25K $0.00 25K Nov 20, 2023 See footnote F1, F2
transaction SG Class A Common Stock Sale -$247K -25K -100% $9.86 0 Nov 20, 2023 See footnote F2, F3, F4
holding SG Class A Common Stock 2.12M Nov 20, 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 -25K -0.69% $0.00 3.58M Nov 20, 2023 Class A Common Stock 25K See footnote F1, F2
holding SG Class B Common Stock 181K Nov 20, 2023 Class A Common Stock 181K See footnote F1, F6
holding SG Class B Common Stock 400K Nov 20, 2023 Class A Common Stock 400K 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 $9.78 to $9.90. 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.