CAVA GROUP, INC. — Director's Dealing 2023

Jun 22, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CAVA GROUP, INC. (CAVA)
CIK: 0001639438
Period of Report: 2023-06-20

Reporting Person: SHAICH RONALD M (Director, 10% Owner)
Reporting Person: Cava Act III Trust, LLC (10% Owner)
Reporting Person: Cava Act III, LLC (10% Owner)
Reporting Person: Act III Holdings LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-06-20	Common Stock	A	5000	—	Acquired	5000	Direct
2023-06-20	Common Stock	M	135462	—	Acquired	135462	Indirect
2023-06-20	Common Stock	M	1985877	—	Acquired	2121339	Indirect
2023-06-20	Common Stock	M	3565926	—	Acquired	5687265	Indirect
2023-06-20	Common Stock	M	5957634	—	Acquired	5957634	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-06-20	Series A Preferred Stock	$	M	135462	Disposed		Common Stock (135462)	Indirect
2023-06-20	Series D Preferred Stock	$	M	1985877	Disposed		Common Stock (1985877)	Indirect
2023-06-20	Series E Preferred Stock	$	M	3565926	Disposed		Common Stock (3565926)	Indirect
2023-06-20	Series E Preferred Stock	$	M	5957634	Disposed		Common Stock (5957634)	Indirect

Footnotes

F1: Reflects a grant of restricted stock units ("RSU"), which vest in full on the earlier of (i) June 14, 2024 and (ii) the business day before the date of the next annual meeting of the stockholders of CAVA Group, Inc. (the "Issuer"), subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share (the "Common Stock") upon settlement.

F2: Includes unvested RSUs.

F3: Upon closing of the Issuer's initial public offering (the "IPO"), each share of Series A Preferred Stock beneficially owned by the reporting person automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series A Preferred Stock had no expiration date.

F4: Represents securities held by Cava Act III Trust, LLC.

F5: Cava Act III Trust, LLC is managed by Ronald M. Shaich and Cava Act III, LLC is managed by Act III Management, LLC, which is controlled by Mr. Shaich. Act III Holdings, LLC is the controlling holder of each of Cava Act III, LLC and Cava Act III Trust, LLC. Act III Holdings , LLCis controlled by Mr. Shaich. Each of the reporting persons disclaims beneficial ownership of the securities reported herein, except to the extent of such reporting person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the reporting persons are the beneficial owners of any securities reported herein.

F6: Upon closing of the Issuer's IPO, each share of Series D Preferred Stock beneficially owned by the reporting person automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series D Preferred Stock had no expiration date.

F7: Upon closing of the Issuer's IPO, each share of Series E Preferred Stock beneficially owned by the reporting person automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series E Preferred Stock had no expiration date.

F8: Represents securities held by Cava Act III, LLC.