Sweetgreen, Inc. — Director's Dealing 2021

Nov 18, 2021

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Sweetgreen, Inc. (SG)
CIK: 0001477815
Period of Report: 2021-11-17

Reporting Person: Reback Mitch (Chief Financial Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	397750	Direct
Common Stock	200000	Direct
Common Stock	7500	Indirect
Common Stock	2500	Indirect
Common Stock	125000	Indirect
Common Stock	125000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series C Preferred Stock	$		Common Stock (30909)		Indirect
Series C Preferred Stock	$		Common Stock (2937)		Indirect
Series G Preferred Stock	$		Common Stock (40000)		Indirect
Series G Preferred Stock	$		Common Stock (2000)		Indirect
Stock Option (Right to Buy)	$7.77	2029-12-04	Common Stock (150000)		Direct
Stock Option (Right to Buy)	$7.77	2029-12-04	Common Stock (30000)		Direct
Stock Option (Right to Buy)	$4.78	2030-06-29	Common Stock (81250)		Direct
Stock Option (Right to Buy)	$10.76	2031-06-15	Common Stock (250000)		Direct

Footnotes

F1: Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock (the "IPO").

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 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.

F3: The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021.

F4: The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021.

F5: The 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 on the day immediately prior to the completion of the IPO, the Series C Preferred Stock and Series G Preferred Stock will automatically convert into shares of Common Stock.

F6: 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.

F7: The shares subject to the option will be fully vested upon the consummation of the IPO.

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: 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.