Sweetgreen Inc.

11/07/2024 | Press release | Distributed by Public on 11/07/2024 17:01

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Neman Jonathan
2. Issuer Name and Ticker or Trading Symbol
Sweetgreen, Inc. [SG] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
CHIEF EXECUTIVE OFFICER
(Last) (First) (Middle)
C/O SWEETGREEN, INC., 3102 36TH STREET 		3. Date of Earliest Transaction (Month/Day/Year)
11/06/2024
(Street)
LOS ANGELES, CA 90018 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 11/06/2024 C 16,750 A $ 0 (1) 16,750 I See footnote(2)
Class A Common Stock 11/06/2024 S 16,750(3) D $40.03(4) 0 I See footnote(2)
Class A Common Stock 11/06/2024 M 20,937 A $0.96 1,951,165(5) D
Class A Common Stock 11/06/2024 S 20,937(3) D $40.03(4) 1,930,228(5) D
Class A Common Stock 943,991 I See footnote(6)
Class A Common Stock 50,000 I By spouse
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock (1) 11/06/2024 C 16,750 (1) (1) Class A Common Stock 16,750 $ 0 3,654,066 I See footnote(2)
Stock Option (Right to Buy) $0.96 11/06/2024 M 20,937 (7) 12/08/2024 Class A Common Stock 20,937 $ 0 56,550 D
Class B Common Stock (1) (1) (1) Class A Common Stock 177,040 177,040 I See footnote(8)
Class B Common Stock (1) (1) (1) Class A Common Stock 500,000 500,000 I See footnote(9)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Neman Jonathan
C/O SWEETGREEN, INC.
3102 36TH STREET
LOS ANGELES, CA 90018 		X CHIEF EXECUTIVE OFFICER

Signatures

/s/ Ashley Van, Attorney-in-Fact 11/07/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) 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.
(2) The shares are held by Jonathan Neman Revocable Trust U/T/A dated October 7, 2016.
(3) The shares were sold pursuant to a 10b5-1 plan dated June 10, 2024.
(4) The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.00 to $40.25. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5) Includes 1,800,000 shares subject to restricted stock units that vest over time and if and to the extent the issuer's stock price reaches specified levels.
(6) The shares are held by the JDRB Trust.
(7) Fully vested.
(8) The shares are held by Nicolas H. Jammet, as Trustee of the Jonathan Neman 2014 GRAT.
(9) The shares are held by the Neman Descendants Trust U/T/A dated September 3, 2021.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.