Sweetgreen, Inc. — Director's Dealing 2021

Nov 24, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sweetgreen, Inc. (SG)
CIK: 0001477815
Period of Report: 2021-06-16

Reporting Person: SINGER BRADLEY E (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-24	Common Stock	A	5000	$0.00	Acquired	5000	Direct
2021-11-21	Common Stock	C	58479	—	Acquired	58479	Indirect
2021-11-22	Common Stock	J	58479	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	58479	—	Acquired	58479	Indirect
2021-11-21	Common Stock	C	175438	—	Acquired	180438	Direct
2021-11-22	Common Stock	J	180438	—	Disposed	0	Direct
2021-11-22	Class A Common Stock	J	180438	—	Acquired	180438	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-06-16	Stock Option (Right to Buy)	$10.76	A	50000	Acquired	2031-06-15	Common Stock (50000)	Direct
2021-11-21	Series J Preferred Stock	$	C	175438	Disposed		Common Stock (175438)	Direct
2021-11-21	Series J Preferred Stock	$	C	58479	Disposed		Common Stock (58479)	Indirect
2021-11-22	Stock Option (Right to Buy)	$10.76	J	50000	Disposed	2031-06-15	Common Stock (50000)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	50000	Acquired	2031-06-15	Class A Common Stock (50000)	Direct

Footnotes

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 was satisfied with respect to 25% of the shares on November 15, 2021 and will be satisfied with respect to an additional 25% of the shares on each of February 15, 2022, May 15, 2022 and August 15, 2022, subject to the reporting person's continuous service through each applicable vesting date.

F2: The shares of Series J Preferred Stock are convertible into shares of Common Stock on a 1:1 basis and have no expiration date. At 11:59 p.m., the Series J Preferred Stock automatically converted into shares of Common Stock.

F3: Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO.

F4: Includes 5,000 shares subject to RSUs.

F5: The shares subject to the option vest monthly over 24 months measured from January 21, 2021, subject to the reporting person's continuous service through each applicable vesting date.