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: Jammet Nicolas (Director, Chief Concept Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2100000	Direct
Common Stock	3713646	Indirect
Common Stock	500000	Indirect
Common Stock	184503	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$0.96	2024-12-08	Common Stock (275000)		Direct
Stock Option (Right to Buy)	$3.14	2027-03-13	Common Stock (14173)		Direct
Stock Option (Right to Buy)	$3.73	2028-08-27	Common Stock (1200000)		Direct
Stock Option (Right to Buy)	$7.77	2029-12-04	Common Stock (200000)		Direct
Stock Option (Right to Buy)	$7.77	2029-12-04	Common Stock (248778)		Direct
Stock Option (Right to Buy)	$10.76	2031-06-15	Common Stock (830000)		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 vest if and to the extent the issuer's stock price reaches specified levels.

F3: Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. Each share of Class A Common Stock shall be exchanged for one share of Class B Common Stock effective upon the completion of the IPO.

F4: The shares are held by Nicolas Jammet Revocable Trust U/T/A dated October 7, 2016.

F5: The shares are held by the Jammet Descendants Trust U/T/A dated September 3, 2021.

F6: The shares are held by Patrick Jammet, as Trustee of the Nicolas H. Jammet 2014 GRAT.

F7: Fully vested.

F8: The shares subject to the option will be fully vested upon on the consummation of the IPO.

F9: 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.

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.