Sweetgreen, Inc. — Director's Dealing 2021

Nov 23, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Sweetgreen, Inc. (SG)
CIK: 0001477815
Period of Report: 2021-06-16

Reporting Person: Neman Jonathan (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-09-03	Common Stock	G	500000	$0.00	Disposed	2942699	Indirect
2021-09-03	Common Stock	G	500000	$0.00	Acquired	500000	Indirect
2021-09-23	Common Stock	M	195745	$0.68	Acquired	917908	Direct
2021-09-23	Common Stock	M	125000	$2.40	Acquired	1042908	Direct
2021-09-23	Common Stock	M	17077	$3.14	Acquired	1059985	Direct
2021-09-29	Common Stock	G	1059985	$0.00	Disposed	0	Direct
2021-09-29	Common Stock	G	1059985	$0.00	Acquired	4002684	Indirect
2021-10-24	Common Stock	A	2100000	$0.00	Acquired	2100000	Direct
2021-11-21	Common Stock	C	50000	—	Acquired	50000	Indirect
2021-11-22	Common Stock	J	50000	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	50000	—	Acquired	50000	Indirect
2021-11-21	Common Stock	C	915490	—	Acquired	943991	Indirect
2021-11-22	Common Stock	J	943991	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	943991	—	Acquired	943991	Indirect
2021-11-21	Common Stock	C	295395	—	Acquired	315395	Indirect
2021-11-22	Common Stock	J	315395	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	315395	—	Acquired	315395	Indirect
2021-11-22	Common Stock	J	4002684	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	4002684	—	Acquired	4002684	Indirect
2021-11-22	Class A Common Stock	J	4002684	—	Disposed	0	Indirect
2021-11-22	Common Stock	J	500000	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	500000	—	Acquired	500000	Indirect
2021-11-22	Class A Common Stock	J	500000	—	Disposed	0	Indirect
2021-11-22	Common Stock	J	181449	—	Disposed	0	Indirect
2021-11-22	Class A Common Stock	J	181449	—	Acquired	181449	Indirect
2021-11-22	Class A Common Stock	J	181449	—	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 B Preferred Stock	$	C	9757	Disposed		Common Stock (9757)	Indirect
2021-11-21	Series C Preferred Stock	$	C	40243	Disposed		Common Stock (40243)	Indirect
2021-11-21	Series A Preferred Stock	$	C	486373	Disposed		Common Stock (486373)	Indirect
2021-11-21	Series B Preferred Stock	$	C	174654	Disposed		Common Stock (174654)	Indirect
2021-11-21	Series C Preferred Stock	$	C	124415	Disposed		Common Stock (124415)	Indirect
2021-11-21	Series E Preferred Stock	$	C	86084	Disposed		Common Stock (86084)	Indirect
2021-11-21	Series F Preferred Stock	$	C	43964	Disposed		Common Stock (43964)	Indirect
2021-11-21	Series A Preferred Stock	$	C	13334	Disposed		Common Stock (13334)	Indirect
2021-11-21	Series C Preferred Stock	$	C	34965	Disposed		Common Stock (34965)	Indirect
2021-11-21	Series E Preferred Stock	$	C	49140	Disposed		Common Stock (49140)	Indirect
2021-11-21	Series F Preferred Stock	$	C	31290	Disposed		Common Stock (31290)	Indirect
2021-11-21	Series G Preferred Stock	$	C	166666	Disposed		Common Stock (166666)	Indirect
2021-11-22	Class B Common Stock	$	J	4002684	Acquired		Class A Common Stock (4002684)	Indirect
2021-11-22	Class B Common Stock	$	J	500000	Acquired		Class A Common Stock (500000)	Indirect
2021-11-22	Class B Common Stock	$	J	181449	Acquired		Class A Common Stock (181449)	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

Footnotes

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

F2: The shares are held by the Neman Descendants Trust U/T/A dated September 3, 2021.

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

F4: The share of Series A Preferred Stock, Series B Preferred Stock, Series C 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 A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G 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: The shares are held by the JDRB Trust.

F7: The shares are held by Neman IV LLC.

F8: Each share of Class A Common Stock was exchanged for one share of Class B Common Stock effective upon the completion of the IPO.

F9: The shares are held by Nicholas H. Jammet, as Trustee of the Jonathan Neman 2014 GRAT.

F10: 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.

F11: Fully vested.

F12: 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.

F13: 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.

F14: 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.