Westend Form 4 CAVA / International S.C.A. Artal ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

Artal International S.C.A.

(Last) (First) (Middle)

VALLEY PARK, 44,

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

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
Common Stock	06/20/2023		M		1,568,865	A	(1)	1,568,865	D(7)(8)
Common Stock	06/20/2023		M		3,486,366	A	(2)	5,055,231	D(7)(8)
Common Stock	06/20/2023		M		1,845,864	A	(3)	6,901,095	D(7)(8)
Common Stock	06/20/2023		M		861,339	A	(4)	7,762,434	D(7)(8)
Common Stock	06/20/2023		M		22,252,464	A	(5)	30,014,898	D(7)(8)
Common Stock	06/20/2023		M		1,993,092	A	(6)	32,007,990	D(7)(8)

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 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
Series A Preferred Stock	(1)	06/20/2023		M			1,568,865	(1)	(1)	Common Stock	1,568,865	$0.00	0	D(7)(8)
Series B Preferred Stock	(2)	06/20/2023		M			3,486,366	(2)	(2)	Common Stock	3,486,366	$0.00	0	D(7)(8)
Series C Preferred Stock	(3)	06/20/2023		M			1,845,864	(3)	(3)	Common Stock	1,845,864	$0.00	0	D(7)(8)
Series D Preferred Stock	(4)	06/20/2023		M			861,339	(4)	(4)	Common Stock	861,339	$0.00	0	D(7)(8)
Series E Preferred Stock	(5)	06/20/2023		M			22,252,464	(5)	(5)	Common Stock	22,252,464	$0.00	0	D(7)(8)
Series F Preferred Stock	(6)	06/20/2023		M			1,993,092	(6)	(6)	Common Stock	1,993,092	$0.00	0	D(7)(8)

1. Name and Address of Reporting Person^*

Artal International S.C.A.

(Last) (First) (Middle)

VALLEY PARK, 44,

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal International Management S.A.

(Last) (First) (Middle)

VALLEY PARK, 44,

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Artal Group S.A.

(Last) (First) (Middle)

VALLEY PARK, 44,

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Westend S.A.

(Last) (First) (Middle)

VALLEY PARK, 44,

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Wittouck Amaury

(Last) (First) (Middle)

VALLEY PARK, 44

RUE DE LA VALLEE

(Street)

LUXEMBOURG N4 L-2661

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Stichting Administratiekantoor Westend

(Last) (First) (Middle)

CLAUDE DEBUSSYLAAN, 46

1082 MD AMSTERDAM

(Street)

THE NETHERLANDS P7

(City) (State) (Zip)

Explanation of Responses:

1. Upon closing of the CAVA Group, Inc. (the "Issuer") initial public offering (the "IPO"), each share of Series A Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of common stock, par value $0.0001 per share (the "Common Stock") on a one for one basis. These shares of Series A Preferred Stock had no expiration date.

2. Upon closing of the Issuer's IPO, each share of Series B Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series B Preferred Stock had no expiration date.

3. Upon closing of the Issuer's IPO, each share of Series C Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of Common Stockon a one for one basis. These shares of Series C Preferred Stock had no expiration date.

4. Upon closing of the Issuer's IPO, each share of Series D Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series D Preferred Stock had no expiration date.

5. Upon closing of the Issuer's IPO, each share of Series E Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series E Preferred Stock had no expiration date.

6. Upon closing of the Issuer's IPO, each share of Series F Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series F Preferred Stock had no expiration date.

7. The securities are held directly by Artal International S.C.A. The managing partner of Artal International S.C.A. is Artal International Management S.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend (the "Stichting"). Mr. Amaury Wittouck is the sole member of the board of the Stichting.

8. (Continued from Footnote 7) Each of the Reporting Persons, other than Artal International S.C.A., disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:

For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors by deputization of the Issuer by virtue of their representatives on the Issuer's board of directors.

	Artal International S.C.A., By: Artal International Management S.A., its Managing Partner, By: /s/ Anne Goffard, Managing Director	06/22/2023
	Artal International Management S.A., By: /s/ Anne Goffard, Managing Director	06/22/2023
	Artal Group S.A., By: /s/ Anne Goffard, Authorized Person	06/22/2023
	Westend S.A., By: /s/ Anne Goffard, Managing Director	06/22/2023
	Stichting Administratiekantoor Westend, By: /s/ Amaury Wittouck, Sole Member of the Board	06/22/2023
	/s/ Amaury Wittouck	06/22/2023
	** Signature of Reporting Person	Date
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