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: Ru Nathaniel (Director, Chief Brand Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-17	Common Stock	G	400000	$0.00	Disposed	2752945	Indirect
2021-09-17	Common Stock	G	400000	$0.00	Acquired	400000	Indirect
2021-09-23	Common Stock	M	195745	$0.68	Acquired	917958	Direct
2021-09-23	Common Stock	M	125000	$2.40	Acquired	1042958	Direct
2021-09-23	Common Stock	M	17077	$3.14	Acquired	1060035	Direct
2021-09-29	Common Stock	G	1060035	$0.00	Disposed	0	Direct
2021-09-29	Common Stock	G	1060035	$0.00	Acquired	3812980	Indirect
2021-10-24	Common Stock	A	2100000	$0.00	Disposed	2100000	Direct
2021-11-21	Common Stock	C	155	—	Acquired	3813135	Indirect
2021-11-22	Common Stock	J	3813135	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	3813135	—	Acquired	3813135	Indirect
2021-11-22	Class A Common Stock	J	3813135	—	Disposed	0	Indirect
2021-11-22	Common Stock	J	400000	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	400000	—	Acquired	400000	Indirect
2021-11-22	Class A Common Stock	J	400000	—	Disposed	0	Indirect
2021-11-22	Common Stock	J	181886	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	181886	—	Acquired	181886	Indirect
2021-11-22	Class A Common Stock	J	181886	—	Disposed	0	Indirect
2021-11-22	Common Stock	J	2100000	—	Disposed	0	Direct
2021-11-22	Class A Common Stock	J	2100000	—	Acquired	2100000	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	830000	Acquired	2031-06-15	Common Stock (830000)	Direct
2021-09-23	Stock Option (Right to Buy)	$0.68	M	195745	Disposed	2024-05-01	Common Stock (195745)	Direct
2021-09-23	Stock Option (Right to Buy)	$2.40	M	125000	Disposed	2026-03-18	Common Stock (125000)	Direct
2021-09-23	Stock Option (right to Buy)	$3.14	M	17077	Disposed	2027-03-13	Common Stock (17077)	Direct
2021-11-21	Series A Preferred Stock	$	C	155	Disposed		Common Stock (155)	Indirect
2021-11-22	Class B Common Stock	$	J	3813135	Acquired		Class A Common Stock (3813135)	Indirect
2021-11-22	Class B Common Stock	$	J	400000	Acquired		Class A Common Stock (400000)	Indirect
2021-11-22	Class B Common Stock	$	J	181886	Acquired		Class A Common Stock (181886)	Indirect
2021-11-22	Stock Option (Right to Buy)	$0.96	J	275000	Disposed	2024-12-08	Common Stock (275000)	Direct
2021-11-22	Stock Option (Right to Buy)	$0.96	J	275000	Acquired	2024-12-08	Class A Common Stock (275000)	Direct
2021-11-22	Stock Option (Right to Buy)	$3.14	J	14173	Disposed	2027-03-13	Common Stock (14173)	Direct
2021-11-22	Stock Option (Right to Buy)	$3.14	J	14173	Acquired	2027-03-13	Class A Common Stock (14173)	Direct
2021-11-22	Stock Option (Right to Buy)	$3.73	J	1200000	Disposed	2028-08-27	Common Stock (1200000)	Direct
2021-11-22	Stock Option (Right to Buy)	$3.73	J	1200000	Acquired	2028-08-27	Class A Common Stock (1200000)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	200000	Disposed	2029-12-04	Common Stock (200000)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	200000	Acquired	2029-12-04	Class A Common Stock (200000)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	248778	Disposed	2029-12-04	Common Stock (248778)	Direct
2021-11-22	Stock Option (Right to Buy)	$7.77	J	248778	Acquired	2029-12-04	Class A Common Stock (248778)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	830000	Disposed	2031-06-15	Common Stock (830000)	Direct
2021-11-22	Stock Option (Right to Buy)	$10.76	J	830000	Acquired	2031-06-15	Class A Common Stock (830000)	Direct

Footnotes

F1: The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016.

F2: The shares are held by the Ru Descendants Trust U/T/A dated September 17, 2021.

F3: Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels.

F4: The shares of Series A 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 A Preferred Stock automatically converted into shares of Common Stock in connection with the initial public offering of the Issuer's Class A Common Stock (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: Each share of Class A Common Stock was exchanged for one share of Class B Common Stock effective upon the completion of the IPO.

F7: The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT.

F8: 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.

F9: Fully vested.

F10: The shares of Class B Common Stock will convert automatically into shares of our Class A Common Stock on the final conversion date defined as the earlier
of (i) the nine-month anniversary of the death or permanent disability of the last of the founders; (ii) the last trading day of the fiscal year during
which the 10th anniversary of the effectiveness of the IPO registration statement occurs, or (iii) the date specified by a vote of the holders of a
majority of the outstanding shares of Class B Common Stock; provided, however, that the final conversion date may be extended by the
affirmative vote of the holders of the majority of the voting power of the then-outstanding shares of Class A Common Stock not held by a
founder or an affiliate or permitted transferee of a founder and entitled to vote generally in the election of directors, voting together as a single class.

F11: Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.

F12: The shares subject to the option are immediately exercisable. 25% of the shares subject to the original option vested on January 1, 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.