STEPHEN M CASE - 17 Nov 2021 Form 3 Insider Report for Sweetgreen, Inc. (SG)

Role: Director
Signature: /s/ Andrew Glickman, Attorney-in-fact
Issuer symbol: SG
Transactions as of: 17 Nov 2021
Net transactions value: $0
Form type: 3
Filing time: 17 Nov 2021, 18:06:56 UTC
Next filing: 23 Nov 2021
SEC: View on sec.gov

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 C Preferred Stock							17 Nov 2021	Common Stock	140,073		See footnote	F1, F2, F3
holding	SG	Series E Preferred Stock							17 Nov 2021	Common Stock	23,471		See footnote	F1, F2, F3
holding	SG	Series D Preferred Stock							17 Nov 2021	Common Stock	2,455,505		See footnote	F1, F2, F4
holding	SG	Series E Preferred Stock							17 Nov 2021	Common Stock	3,132,678		See footnote	F1, F2, F5
holding	SG	Series F Preferred Stock							17 Nov 2021	Common Stock	97,783		See footnote	F1, F2, F6
holding	SG	Series G Preferred Stock							17 Nov 2021	Common Stock	555,555		See footnote	F1, F2, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	The Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G 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 initial public offering of the Issuer's Class A Common Stock, the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock will automatically convert into shares of Common Stock.
F2	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.
F3	The shares are held by TF Group Holdings LLC.
F4	Includes 818,492 shares held by Georgetown SG Holdings, LLC, 818,521 shares held by Revolution Growth II, LP and 818,492 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F5	Includes 1,044,226 shares held by Georgetown SG Holdings, LLC, 1,044,226 shares held by Revolution Growth II, LP and 1,044,226 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F6	Includes 32,594 shares held by Georgetown SG Holdings, LLC, 32,595 shares held by Revolution Growth II, LP and 32,594 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
F7	Includes 185,185 shares held by Georgetown SG Holdings, LLC, 185,185 shares held by Revolution Growth II, LP and 185,185 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.