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: 2021-11-21

Reporting Person: CASE STEPHEN M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-21	Common Stock	C	163544	—	Acquired	163544	Indirect
2021-11-22	Common Stock	J	163544	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	163544	—	Acquired	163544	Indirect
2021-11-21	Common Stock	C	6241521	—	Acquired	6241521	Indirect
2021-11-22	Common Stock	J	6241521	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	6241521	—	Acquired	6241521	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-21	Series C Preferred Stock	$	C	140073	Disposed		Common Stock (140073)	Indirect
2021-11-21	Series E Preferred Stock	$	C	23471	Disposed		Common Stock (23471)	Indirect
2021-11-21	Series D Preferred Stock	$	C	2455505	Disposed		Common Stock (2455505)	Indirect
2021-11-21	Series E Preferred Stock	$	C	3132678	Disposed		Common Stock (3132678)	Indirect
2021-11-21	Series F Preferred Stock	$	C	97783	Disposed		Common Stock (97783)	Indirect
2021-11-21	Series G Preferred Stock	$	C	555555	Disposed		Common Stock (555555)	Indirect

Footnotes

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.