CAVA (CAVA) Form 4 CAVA / RONALD M SHAICH 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^*

SHAICH RONALD M

(Last) (First) (Middle)

C/O CAVA GROUP, INC.

14 RIDGE SQUARE NW, SUITE 500

(Street)

WASHINGTON DC 20016

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

3. Date of Earliest Transaction (Month/Day/Year)
08/28/2024

4. 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 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	08/28/2024		J		116,000(1)	D	(1)	5,571,265	I	By Cava Act III Trust, LLC(2)(3)
Common Stock	08/28/2024		S		53,684(4)	D	$118.94(5)	7,403(6)	D
Common Stock	08/28/2024		S		1,096(4)	D	$119.62(7)	6,307(6)	D
Common Stock	08/28/2024		S		26,641(4)	D	$118.94(5)	544	I	By SC 2018 Trust LLC
Common Stock	08/28/2024		S		544(4)	D	$119.62(7)	0	I	By SC 2018 Trust LLC
Common Stock	08/28/2024		S		27,526(4)	D	$118.94(5)	562	I	By SGC Trust LLC
Common Stock	08/28/2024		S		562(4)	D	$119.62(7)	0	I	By SGC Trust LLC
Common Stock								1,374,328	I	By Cava Act III, LLC(2)(8)
Common Stock								83,306	I	By Act III Holdings, LLC(2)(9)

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

Explanation of Responses:

1. On August 28, 2024, Cava Act III Trust, LLC initiated a pro-rata in-kind distribution of 116,000 shares of common stock, par value $0.001 ("Common Stock") of Cava Group, Inc. (the "Issuer") to its respective members (the "in-kind distribution"), including the distribution of an aggregate of 110,053 shares of Common Stock to the reporting person, SC 2018 Trust LLC and SGC Trust LLC, the receipt of which was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. The reporting person serves as the investment manager with sole investment control of both SC 2018 Trust LLC and SGC Trust LLC.

2. Cava Act III Trust, LLC is managed by an independent manager appointed by the reporting person and Cava Act III, LLC is managed by Act III Management, LLC, which is controlled by the reporting person. Act III Holdings, LLC is the controlling holder of each of Cava Act III, LLC and Cava Act III Trust, LLC. Act III Holdings, LLC is controlled by the reporting person. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest in Cava Act III, LLC and Act III Holdings, LLC. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the reporting person is the beneficial owner of any securities reported herein.

3. Represents Common Stock held by Cava Act III Trust, LLC.

4. The reported transactions represent the sale of the aggregate of 110,053 shares of Common Stock received by the reporting person, SC 2018 Trust LLC and SGC Trust LLC (collectively, the "sellers") in connection with the in-kind distribution, including an aggregate of (1) 54,780 shares of Common Stock by the reporting person, (2) 27,185 shares of Common Stock by SC 2018 Trust LLC and (3) 28,088 shares of Common Stock by SGC Trust LLC.

5. Represents the weighted average price of 113,750 shares of Common Stock sold by the broker on behalf of the distributees of the in-kind distribution, including 107,851 shares of Common Stock sold on behalf of the sellers, on August 28, 2024 in transactions ranging from $118.50 to $119.54, with a weighted average price of $118.94. The proceeds of all such sales were allocated to the distributees of the in-kind distribution, including the sellers, on a pro rata basis, based on the number of shares sold by each seller. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

6. Includes unvested restricted stock units.

7. Represents the weighted average price of 2,250 shares of Common Stock sold by the broker on behalf of the distributees of the in-kind distribution, including 2,202 shares of Common Stock sold on behalf of the sellers, on August 28, 2024 in transactions ranging from $119.55 to $119.70, with a weighted average price of $119.62. The proceeds of all such sales were allocated to the distributees of the in-kind distribution, including the sellers, on a pro rata basis, based on the number of shares sold by each seller. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

8. Represents Common Stock held by Cava Act III, LLC.

9. Represents Common Stock held by Act III Holdings, LLC.

Remarks:

	/s/ Ronald M. Shaich	08/30/2024
	** 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 4 (b)(v).
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