Nathaniel Ru - 17 Nov 2021 Form 3 Insider Report for Sweetgreen, Inc. (SG)

Role
Chief Brand Officer, Director
Signature
/s/ Andrew Glickman, Attorney-in-fact
Issuer symbol
SG
Transactions as of
17 Nov 2021
Transactions value $
$0
Form type
3
Filing time
17 Nov 2021, 17:55:25 UTC
Previous filing
23 Nov 2021
Next filing
27 May 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SG Common Stock 2.1M 17 Nov 2021 Direct F1, F2
holding SG Common Stock 3.81M 17 Nov 2021 See footnote F3, F4
holding SG Common Stock 400K 17 Nov 2021 See footnote F3, F5
holding SG Common Stock 182K 17 Nov 2021 See footnote F3, F6

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SG Series A Preferred Stock 17 Nov 2021 Common Stock 155 By Trust F3, F7
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 275K $0.96 Direct F1, F8
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 14.2K $3.14 Direct F1, F8
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 1.2M $3.73 Direct F1, F9
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 200K $7.77 Direct F1, F9
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 249K $7.77 Direct F1, F10
holding SG Stock Option (Right to Buy) 17 Nov 2021 Common Stock 830K $10.76 Direct F1, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
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 Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016.
F5 The shares are held by the Ru Descendants Trust U/T/A dated September 3, 2021.
F6 The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT.
F7 The Series A Preferred Stock is convertible into shares of Common Stock on a 1:1 basis and has 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 will automatically convert into shares of Common Stock.
F8 Fully vested.
F9 The shares subject to the option will be fully vested upon the consummation of the IPO.
F10 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.
F11 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.