CHIEF FINANCIAL OFFICER Reback Mitch was granted 10,077 shares, sold $193,314 worth of shares (8,109 units at $23.84) and exercised 4,000 shares at a strike of $4.78, increasing direct ownership by 2% to 350,023 units (SEC Form 4)
$SG
Restaurants
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
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Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sweetgreen, Inc. [ SG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/15/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 03/15/2025 | A | 10,077(1) | A | $0 | 354,132 | D | |||
| Class A Common Stock | 03/17/2025 | S(2) | 4,109 | D | $23.8 | 350,023 | D | |||
| Class A Common Stock | 03/17/2025 | M | 4,000 | A | $4.78 | 354,023 | D | |||
| Class A Common Stock | 03/17/2025 | S | 4,000(3) | D | $23.88(4) | 350,023 | D | |||
| Class A Common Stock | 60,979 | I | See footnote(5) | |||||||
| Class A Common Stock | 60,979 | I | See footnote(6) | |||||||
| Class A Common Stock | 186,051 | I | By Family Trust | |||||||
| Class A Common Stock | 43,901 | I | See footnote(7) | |||||||
| Class A Common Stock | 43,901 | I | See footnote(8) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Stock Option (Right to Buy) | $23.8 | 03/15/2025 | A | 68,728 | (9) | 03/14/2035 | Class A Common Stock | 68,728 | $0 | 68,728 | D | ||||
| Stock Option (Right to Buy) | $4.78 | 03/17/2025 | M | 4,000 | (10) | 06/29/2030 | Class A Common Stock | 4,000 | $0 | 65,250 | D | ||||
| Explanation of Responses: |
| 1. Represents the grant of fully vested Restricted Stock Units ("RSUs"). Each RSU represents a contingent right to receive one share of the Issuer's Class A common stock upon settlement. |
| 2. This sale was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person. |
| 3. The shares were sold pursuant to a 10b5-1 trading plan dated September 9, 2024. |
| 4. The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $23.37 to $24.29. 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. The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021. |
| 6. The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021. |
| 7. The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2023. |
| 8. The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2023. |
| 9. The options vests quarterly over 3 years with 5% of the shares subject to the option vesting quarterly in the first year, 7.5% of the shares subject to the option vesting quarterly in the second year and 12.5% of the shares subject to the option vesting quarterly in the third year, subject to the reporting person's continuous service through each applicable vesting date. |
| 10. Fully vested. |
| /s/ Ashley Van, Attorney-in-Fact | 03/18/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||