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: 2021-05-24

Reporting Person: Shlossman Daniel (SVP, Digital and Growth)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-22	Common Stock	M	5691	$3.73	Acquired	56250	Direct
2021-07-22	Common Stock	M	8333	$3.73	Acquired	64583	Direct
2021-07-22	Common Stock	M	21666	$6.31	Acquired	86249	Direct
2021-07-22	Common Stock	M	5000	$4.78	Acquired	91249	Direct
2021-07-22	Common Stock	M	5000	$7.77	Acquired	96249	Direct
2021-10-24	Common Stock	A	150000	$0.00	Acquired	246249	Direct
2021-10-24	Common Stock	A	2000	$0.00	Acquired	248249	Direct
2021-11-22	Common Stock	J	248249	$0.00	Disposed	0	Direct
2021-11-22	Class A Common Stock	J	248249	$0.00	Acquired	248249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-05-24	Stock Option (Right to Buy)	$10.76	A	40000	Acquired	2031-05-23	Common Stock (40000)	Direct
2021-06-16	Stock Option (Right to Buy)	$10.76	A	100000	Acquired	2031-06-15	Common Stock (100000)	Direct
2021-07-22	Stock Option (Right to Buy)	$3.73	M	5691	Disposed	2028-03-10	Common Stock (5691)	Direct
2021-07-22	Stock Option (Right to Buy)	$3.73	M	8333	Disposed	2028-08-02	Common Stock (8333)	Direct
2021-07-22	Stock Option (Right to Buy)	$6.31	M	21666	Disposed	2029-06-03	Common Stock (21666)	Direct
2021-07-22	Stock Option (Right to Buy)	$4.78	M	5000	Disposed	2030-06-29	Common Stock (5000)	Direct
2021-07-22	Stock Option (Right to Buy)	$7.77	M	5000	Disposed	2030-03-16	Common Stock (5000)	Direct
2021-11-22	Stock Option (Right to Buy)	$3.73	J	10000	Disposed	2028-03-10	Common Stock (10000)	Direct
2021-11-22	Stock Option (Right to Buy)	$3.73	J	10000	Acquired	2028-03-10	Class A Common Stock (10000)	Direct
2021-11-22	Stock Option (Right to Buy)	$3.73	J	5417	Disposed	2028-08-02	Common Stock (5417)	Direct
2021-11-22	Stock Option (Right to Buy)	$3.73	J	5417	Acquired	2028-08-02	Class A Common Stock (5417)	Direct
2021-11-22	Stock Option (Right to Buy)	$6.31	J	18334	Disposed	2029-06-03	Common Stock (18334)	Direct
2021-11-22	Stock Option (Right to Buy)	$6.31	J	18334	Acquired	2029-06-03	Class A Common Stock (18334)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	10000	Disposed	2030-03-16	Common Stock (10000)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	10000	Acquired	2030-03-16	Class A Common Stock (10000)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	40000	Disposed	2031-05-23	Common Stock (40000)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	40000	Acquired	2031-05-23	Class A Common Stock (40000)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	100000	Disposed	2031-05-23	Common Stock (100000)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	100000	Acquired	2021-05-23	Class A Common Stock (100000)	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 will be met upon the consummation of the initial public offering of the Issuer's Class A Common Stock (the "IPO"). The time based vesting requirement will be satisfied with respect to 25% of the shares on August 15, 2022 and with respect to the remainder of the shares in equal quarterly amounts over the following 36 months, subject to the reporting person's continuous service through each applicable vesting date.

F2: Represents restricted stock units that are subject to both a time based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time based vesting requirement will be satisfied with respect to 25% of the shares on November 15, 2022 and with respect to the remainder of the shares in equal quarterly amounts over the following 36 months, subject to the reporting person's continuous service through each applicable vesting date.

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 152,000 shares subject to RSUs.

F5: 25% of the shares subject to the original option vested on October 19, 2021, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date.

F6: 25% of the shares vest on January 1, 2022, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date.

F7: 25% of the shares subject to the original option vested on February 26, 2019, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date.

F8: 25% of the shares subject to the original option vested on August 1, 2019, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date.

F9: 25% of the shares subject to the original option vested on May 13, 2020, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date.

F10: Fully vested.

F11: 25% of the shares subject to the original option vested on March 13, 2021, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date.