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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/15/2023 |
3. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 A Preferred Stock | (1) | (1) | Common Stock | 135,462 | (1) | I | By Cava Act III Trust, LLC(2)(3) |
Series D Preferred Stock | (4) | (4) | Common Stock | 1,985,877 | (4) | I | By Cava Act III Trust, LLC(2)(3) |
Series E Preferred Stock | (5) | (5) | Common Stock | 3,565,926 | (5) | I | By Cava Act III Trust, LLC(2)(3) |
Series E Preferred Stock | (5) | (5) | Common Stock | 5,957,634 | (5) | I | By Cava Act III, LLC(3)(6) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The Series A Preferred Stock has no expiration date. Immediately prior to the closing of the initial public offering on June 20, 2023, the Series A Preferred Stock will automatically convert into fully paid and nonassessable shares of common stock, par value $0.0001 per share (the "Common Stock") on a one for one basis. |
2. Represents securities held by Cava Act III Trust, LLC. |
3. Cava Act III Trust, LLC is managed by Ronald M. Shaich and Cava Act III, LLC is managed by Act III Management, LLC, which is controlled by Mr. Shaich. 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 Mr. Shaich. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. 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 Persons are the beneficial owners of any securities reported herein. |
4. The Series D Preferred Stock has no expiration date. Immediately prior to the closing of the initial public offering on June 20, 2023, the Series D Preferred Stock will automatically convert into fully paid and nonassessable shares of Common Stock on a one for one basis. |
5. 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 on a one for one basis. |
6. Represents securities held by Cava Act III, LLC. |
Remarks: |
Exhibit List - Exhibit 24 Power of Attorney |
Cava Act III Trust, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer | 06/15/2023 | |
Cava Act III, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer | 06/15/2023 | |
Act III Holdings, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer | 06/15/2023 | |
/s/ Ronald M. Shaich | 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |