SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*
Sweetgreen, Inc.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
87043Q108
(CUSIP Number)
December 31, 2023
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☐ Rule 13d-1(c)
☒Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 87043Q108
| 1. |
Names of Reporting Persons
Nathaniel Ru | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
6,714,000 shares (See Item 4 herein) | ||||
| 6. | Shared Voting Power
0 | |||||
| 7. | Sole Dispositive Power
6,714,000 shares (see Item 4 herein) | |||||
| 8. | Shared Dispositive Power
0 | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
6,714,000 shares (See Item 4 herein) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
5.83% of Common Stock (6.31% of Class A Common Stock)(See Item 4 herein) | |||||
| 12. | Type of Reporting Person (see instructions)
IN | |||||
CUSIP No. 87043Q108
| 1. |
Names of Reporting Persons
Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
3,577,253 shares (see Item 4 herein) | ||||
| 6. | Shared Voting Power
0 (See Item 4 herein) | |||||
| 7. | Sole Dispositive Power
3,577,253 shares (see Item 4 herein) | |||||
| 8. | Shared Dispositive Power
0 (See Item 4 herein) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,577,253 shares (See Item 4 herein) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
3.18% of Common Stock (3.46% of Class A Common Stock)(See Item 4 herein) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
CUSIP No. 87043Q108
| 1. |
Names of Reporting Persons
Nathaniel Ru 2014 GRAT | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
180,904 shares (See Item 4 herein) | ||||
| 6. | Shared Voting Power
0 (See Item 4 herein) | |||||
| 7. | Sole Dispositive Power
180,904 shares (See Item 4 herein) | |||||
| 8. | Shared Dispositive Power
0 (See Item 4 herein) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
180,904 shares (See Item 4 herein) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.16% of Common Stock (0.18% of Class A Common Stock)(See Item 4 herein) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
CUSIP No. 87043Q108
| 1. |
Names of Reporting Persons
Ru Descendants Trust U/T/A dated September 17, 2021 | |||||
| 2. | Check the Appropriate Box if a Member of a Group (see instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | Citizenship or Place of Organization
USA | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5. | Sole Voting Power
400,000 shares (See Item 4 herein) | ||||
| 6. | Shared Voting Power
0 (See Item 4 herein) | |||||
| 7. | Sole Dispositive Power
400,000 shares (See Item 4 herein) | |||||
| 8. | Shared Dispositive Power
0 (see Item 4 herein) | |||||
| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person
400,000 shares (See Item 4 herein) | |||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
☐ | |||||
| 11. | Percent of Class Represented by Amount in Row 9
0.36% of Common Stock (0.40% of Class A Common Stock)(See Item 4 herein) | |||||
| 12. | Type of Reporting Person (see instructions)
OO | |||||
| Item 1(a). | Name of Issuer: Sweetgreen, Inc. | |
| Item 1(b). | Address of Issuer’s Principal Executive Offices: 3102 36th Street, Los Angeles, CA 90018 | |
| Item 2(a). | Name of Person Filing:
Nathaniel Ru Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016 (“Revocable Trust”) Nathaniel Espinoza Ru 2014 GRAT (“2014 GRAT”) Ru Descendants Trust U/T/A dated September 17, 2021 (“Descendants Trust”) | |
| Item 2(b). | Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:
c/o Sweetgreen, Inc. 3102 36th Street Los Angeles, CA 90018 | |
| Item 2(c). | Citizenship:
Nathaniel Ru US Citizen Revocable Trust California 2014 GRAT District of Columbia Descendants Trust Delaware | |
| Item 2(d). | Title of Class of Securities: Class A Common Stock | |
| Item 2(e). | CUSIP Number: 87043Q108 | |
| Item 3. | If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | ☐ | Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o); | ||||
| (b) | ☐ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | ||||
| (c) | ☐ | Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c); | ||||
| (d) | ☐ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | ||||
| (e) | ☐ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | ||||
| (f) | ☐ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | ||||
| (g) | ☐ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | ||||
| (h) | ☐ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | ||||
| (i) | ☐ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | ||||
| (j) | ☐ | A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J); | ||||
| (k) | ☐ | Group, in accordance with §240.13d–1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____ | ||||
| Item 4. | Ownership |
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
| (a) | Amount Beneficially Owned: |
Includes 3,577,253 shares of Class B Common Stock held by the Revocable Trust, 180,904 shares of Class B Common Stock held by the 2014 GRAT, 400,000 shares of Class B Common Stock held by the Descendants Trust and 2,555,843 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2023. The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per shares and the holder of Class A Common Stock are entitled to one vote per share.
| (b) | Percent of Class: |
Based on (i) 99,700,052 shares of the Issuer’s Class A Common Stock issued and outstanding and (ii) 12,939,094 shares of the Issuer’s Class B Common Stock (together with the Class A Common Stock, the “Common Stock”) issued and outstanding, in each case, as of December 31, 2023, and the information set forth in (a) above, Nathaniel Ru beneficially owned 5.83% of the Issuer’s outstanding Common Stock, representing 19.05% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 6.31% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by Mr. Ru as converted to Class A Common Stock for purposes of computing this percentage), the Revocable Trust beneficially owned 3.18% of the Issuer’s outstanding Common Stock, representing 15.61% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 3.46% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the Revocable Trust as converted to Class A Common Stock for purposes of computing this percentage), the 2014 GRAT beneficially owned 0.16% of the Issuer’s outstanding Common Stock, representing 0.79% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 0.18% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the 2014 GRAT as converted to Class A Common Stock for purposes of computing this percentage) and the Descendants Trust beneficially owned 0.36% of the Issuer’s outstanding Common Stock, representing 1.75% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 0.40% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the Descendants Trust as converted to Class A Common Stock for purposes of computing this percentage).
| (c) | Number of shares as to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
| Nathaniel Ru | 6,714,000(1) | |||
| Revocable Trust | 3,577,253 | |||
| 2014 GRAT | 180,904 | |||
| Descendants Trust | 400,000 |
| (ii) | Shared power to vote or to direct the vote: |
| Nathaniel Ru | 0 | |||
| Revocable Trust | 0 | |||
| 2014 GRAT | 0 | |||
| Descendants Trust | 0 |
| (iii) | Sole power to dispose or to direct the disposition of: |
| Nathaniel Ru | 6,714,000(1) | |||
| Revocable Trust | 3,577,253 | |||
| 2014 GRAT | 180,904 | |||
| Descendants Trust | 400,000 |
| (iv) | Shared power to dispose or to direct the disposition of: |
| Nathaniel Ru | 0 | |||
| Revocable Trust | 0 | |||
| 2014 GRAT | 0 | |||
| Descendants Trust | 0 |
| (1) | Includes 2,555,843 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2023. |
| Item 5. | Ownership of 5 Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.
| Item 6. | Ownership of More than 5 Percent on Behalf of Another Person |
Not applicable.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group |
Not applicable.
| Item 9. | Notice of Dissolution of a Group |
Not applicable.
| Item 10. | Certification |
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2024
| /s/ Nathaniel Ru |
| Nathaniel Ru |
| NATHANIEL RU REVOCABLE TRUST U/T/A DATED OCTOBER 7, 2016 |
| /s/ Nathaniel Ru |
| By: Nathaniel Ru, Trustee |
| NATHANIEL ESPINOZA RU 2014 GRAT |
| /s/ Jonathan Neman |
| By: Jonathan Neman, Trustee |
| RU DESCENDANTS TRUST U/T/A DATED |
| SEPTEMBER 17, 2021; J.P. MORGAN |
| TRUST COMPANY OF DELAWARE, TRUSTEE |
| By: | /s/ Nicholas Frederick | |
| Name: JP Morgan Trust Company of Delaware | ||
| Title: Trustee | ||
| Its: Associate | ||
EXHIBITS
| A: | Joint Filing Agreement |