CAVA (CAVA) Form 3 CAVA / KAREN KOCHEVAR ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

KOCHEVAR KAREN

(Last) (First) (Middle)

C/O CAVA GROUP, INC.

14 RIDGE SQUARE NW, SUITE 500

(Street)

WASHINGTON DC 20016

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2023

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

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

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

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	3,399	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series E Preferred Stock	(1)	(1)	Common Stock	1,323	(1)	D
Stock Options (right to buy)	(2)	11/01/2026	Common Stock	67,878	1.92	D
Stock Options (right to buy)	(3)	12/13/2029	Common Stock	7,500	2.94	D
Stock Options (right to buy)	(4)	08/01/2030	Common Stock	7,500	3.12	D
Stock Options (right to buy)	(5)	08/01/2031	Common Stock	7,500	6.25	D
Stock Options (right to buy)	(6)	01/24/2033	Common Stock	7,500	9.58	D

Explanation of Responses:

1. The Series E Preferred Stock has no expiration date. Immediately prior to the closing of the initial public offering on June 20, 2023, the Series E Preferred Stock will automatically convert into fully paid and nonassessable shares of common stock, par value $0.0001 per share on a one for one basis.

2. These options are fully vested.

3. Options granted December 13, 2019 which vest in four equal annual installments commencing on October 1, 2020.

4. Options granted on November 5, 2020 which vest in four equal annual installments commencing on August 1, 2021.

5. Options granted on January 25, 2022 which vest in four equal annual installments commencing on August 1, 2022.

6. Options granted on January 24, 2023 which vest in four equal annual installments commencing on January 24, 2024.

Remarks:

Exhibit List - Exhibit 24 Power of Attorney

	/s/ Kenneth Robert Bertram, as Attorney-in-Fact	06/15/2023
	** 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 5 (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.
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