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: Neman Jonathan (Director, Chief Executive Officer)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2100000	Direct
Common Stock	4002684	Indirect
Common Stock	500000	Indirect
Common Stock	181449	Indirect
Common Stock	28501	Indirect
Common Stock	20000	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series B Preferred Stock	$		Common Stock (9757)		Indirect
Series C Preferred Stock	$		Common Stock (40243)		Indirect
Series A Preferred Stock	$		Common Stock (486373)		Indirect
Series B Preferred Stock	$		Common Stock (174654)		Indirect
Series C Preferred Stock	$		Common Stock (124415)		Indirect
Series E Preferred Stock	$		Common Stock (86084)		Indirect
Series F Preferred Stock	$		Common Stock (43964)		Indirect
Series A Preferred Stock	$		Common Stock (13334)		Indirect
Series C Preferred Stock	$		Common Stock (34965)		Indirect
Series E Preferred Stock	$		Common Stock (49140)		Indirect
Series F Preferred Stock	$		Common Stock (31290)		Indirect
Series G Preferred Stock	$		Common Stock (166666)		Indirect
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 at 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 Jonathan Neman Revocable Trust U/T/A dated October 7, 2016.

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

F6: The shares are held by Nicholas H. Jammet, as Trustee of the Jonathan Neman 2014 GRAT.

F7: The shares are held by the JDRB Trust.

F8: The shares are held by Neman IV LLC.

F9: 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 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 A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock will automatically convert into shares of Common Stock.

F10: Fully vested.

F11: The shares subject to the option will be fully vested upon the consummation of the IPO.

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.

F13: 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.