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: Reback Mitch (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-06-28	Common Stock	M	68750	$4.78	Acquired	647750	Direct
2021-07-30	Common Stock	G	125000	$0.00	Disposed	522750	Direct
2021-07-30	Common Stock	G	125000	$0.00	Acquired	125000	Indirect
2021-07-30	Common Stock	G	125000	$0.00	Disposed	397750	Direct
2021-07-30	Common Stock	G	125000	$0.00	Acquired	125000	Indirect
2021-10-24	Common Stock	A	200000	$0.00	Disposed	597750	Direct
2021-11-21	Common Stock	C	70909	—	Acquired	78409	Indirect
2021-11-22	Common Stock	J	78409	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	78409	—	Acquired	78409	Indirect
2021-11-21	Common Stock	C	4937	—	Acquired	7437	Indirect
2021-11-22	Common Stock	J	7437	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	7437	—	Acquired	7437	Indirect
2021-11-22	Common Stock	J	125000	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	125000	—	Acquired	125000	Indirect
2021-11-22	Common Stock	J	125000	—	Disposed	0	Indirect
2021-11-21	Class A Common Stock	J	125000	—	Acquired	125000	Indirect
2021-11-22	Common Stock	J	597750	—	Disposed	0	Direct
2021-11-22	Class A Common Stock	J	597750	—	Disposed	597750	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	250000	Acquired	2031-06-15	Common Stock (250000)	Direct
2021-06-28	Stock Option (Right to Buy)	$4.78	M	68750	Disposed	2030-06-29	Common Stock (68750)	Direct
2021-11-21	Series C Preferred Stock	$	C	30909	Disposed		Common Stock (30909)	Indirect
2021-11-21	Series C Preferred Stock	$	C	2937	Disposed		Common Stock (2937)	Indirect
2021-11-21	Series G Preferred Stock	$	C	40000	Disposed		Common Stock (40000)	Indirect
2021-11-21	Series G Preferred Stock	$	C	2000	Disposed		Common Stock (2000)	Indirect
2021-11-22	Stock Option (Right to Buy)	$7.77	J	150000	Disposed	2029-12-04	Common Stock (150000)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	150000	Acquired	2029-12-04	Class A Common Stock (150000)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	30000	Disposed	2029-12-04	Common Stock (30000)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	30000	Acquired	2029-12-04	Class A Common Stock (30000)	Direct
2021-11-22	Stock Option (Right to Buy)	$4.78	J	81250	Disposed	2030-06-29	Common Stock (81250)	Direct
2021-11-22	Stock Option (Right to Buy)	$4.78	J	81250	Acquired	2030-06-29	Class A Common Stock (81250)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	250000	Disposed	2031-06-15	Common Stock (250000)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	250000	Acquired	2031-06-15	Class A Common Stock (250000)	Direct

Footnotes

F1: The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021.

F2: The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021.

F3: 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 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.

F4: The shares of Series C 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 shares of Series C Preferred Stock and Series G Preferred Stock automatically converted into shares of Common Stock in connection with the IPO.

F5: Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO.

F6: Includes 200,000 shares subject to RSUs.

F7: 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.

F8: The shares subject to the option are immediately exercisable and vest monthly over 24 months measured from June 30, 2020, subject to the reporting person's continuous service through each applicable vesting date.

F9: The shares subject to the option are immediately exercisable and vest monthly over 36 months measured from January 1, 2019, subject to the reporting person's continuous service through each applicable vesting date.

F10: Fully vested.