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: McPhail James (Chief Development Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-23	Common Stock	M	5000	$7.77	Acquired	5000	Direct
2021-07-21	Common Stock	M	8000	$7.77	Acquired	13000	Direct
2021-10-24	Common Stock	A	200000	$0.00	Acquired	213000	Direct
2021-11-22	Common Stock	J	213000	$0.00	Disposed	0	Direct
2021-11-22	Class A Common Stock	J	213000	$0.00	Acquired	213000	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	100000	Acquired	2031-06-15	Common Stock (100000)	Direct
2021-06-23	Stock Option (Right to Buy)	$7.77	M	5000	Disposed	2029-12-04	Common Stock (5000)	Direct
2021-07-21	Stock Option (Right to Buy)	$7.77	M	8000	Disposed	2029-12-04	Common Stock (8000)	Direct
2021-11-22	Stock Option (Right to Buy)	$4.78	J	75000	Disposed	2030-06-29	Common Stock (75000)	Direct
2021-11-22	Stock Option (Right to Buy)	$4.78	J	75000	Acquired	2030-06-29	Class A Common Stock (75000)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	87000	Disposed	2029-12-04	Common Stock (87000)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	87000	Acquired	2029-12-04	Class A Common Stock (87000)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	100000	Disposed	2031-06-15	Common Stock (100000)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	100000	Acquired	2031-06-15	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: Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO.

F3: Includes 200,000 shares subject to RSUs.

F4: 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.

F5: 25% of the shares subject to the original option vested on October 21, 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.

F6: 25% of the shares subject to the original option vested on June 30, 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.