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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Sweetgreen, Inc. [ SG ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 06/16/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 09/03/2021 | G | 500,000 | D | $0.00 | 2,653,309 | I | See footnote(1) | ||
Common Stock | 09/03/2021 | G | 500,000 | A | $0.00 | 500,000 | I | See footnote(2) | ||
Common Stock | 09/23/2021 | M | 195,745 | A | $0.68 | 918,260 | D | |||
Common Stock | 09/23/2021 | M | 125,000 | A | $2.4 | 1,043,260 | D | |||
Common Stock | 09/23/2021 | M | 17,077 | A | $3.14 | 1,060,337 | D | |||
Common Stock | 09/29/2021 | G | 1,060,337 | D | $0.00 | 0 | D | |||
Common Stock | 09/29/2021 | G | 1,060,337 | A | $0.00 | 3,713,646 | I | See footnote(1) | ||
Common Stock | 10/24/2021 | A | 2,100,000(3) | D | $0.00 | 2,100,000 | D | |||
Common Stock | 11/22/2021 | J(4) | 3,713,646 | D | (4) | 0 | I | See footnote(1) | ||
Class A Common Stock | 11/22/2021 | J(4) | 3,713,646 | A | (4) | 3,713,646 | I | See footnote(1) | ||
Class A Common Stock | 11/22/2021 | J(5) | 3,713,646 | D | (5) | 0 | I | See footnote(1) | ||
Common Stock | 11/22/2021 | J(4) | 500,000 | D | (4) | 0 | I | See footnote(2) | ||
Class A Common Stock | 11/22/2021 | J(4) | 500,000 | A | (4) | 500,000 | I | See footnote(2) | ||
Class A Common Stock | 11/22/2021 | J(5) | 500,000 | D | (5) | 0 | I | See footnote(2) | ||
Common Stock | 11/22/2021 | J(4) | 184,503 | D | (4) | 0 | I | See footnote(6) | ||
Class A Common Stock | 11/22/2021 | J(4) | 184,503 | A | (4) | 184,503 | I | See footnote(6) | ||
Class A Common Stock | 11/22/2021 | J(5) | 184,503 | D | (5) | 0 | I | See footnote(6) | ||
Common Stock | 11/22/2021 | J(4) | 2,100,000(3) | D | (4) | 0 | D | |||
Class A Common Stock | 11/22/2021 | J(4) | 2,100,000(3) | D | (4) | 2,100,000 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $10.76 | 06/16/2021 | A | 830,000 | (7) | 06/15/2031 | Common Stock | 830,000 | $0.00 | 830,000 | D | ||||
Stock Option (Right to Buy) | $0.68 | 09/23/2021 | M | 195,745 | (8) | 05/01/2024 | Common Stock | 195,745 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $2.4 | 09/23/2021 | M | 125,000 | (8) | 03/18/2026 | Common Stock | 125,000 | $0.00 | 0 | D | ||||
Stock Option (right to Buy) | $3.14 | 09/23/2021 | M | 17,077 | (8) | 03/13/2027 | Common Stock | 17,077 | $0.00 | 14,173 | D | ||||
Class B Common Stock | (9)(10) | 11/22/2021 | J(5) | 3,713,646 | (9)(10) | (9)(10) | Class A Common Stock | 3,713,646 | $0.00 | 3,713,646 | I | See footnote(1) | |||
Class B Common Stock | (9)(10) | 11/22/2021 | J(5) | 500,000 | (9)(10) | (9)(10) | Class A Common Stock | 500,000 | $0.00 | 500,000 | I | See footnote(2) | |||
Class B Common Stock | (9)(10) | 11/22/2021 | J(5) | 184,503 | (9)(10) | (9)(10) | Class A Common Stock | 184,503 | $0.00 | 184,503 | I | See footnote(6) | |||
Stock Option (Right to Buy) | $0.96 | 11/22/2021 | J(4) | 275,000 | (8) | 12/08/2024 | Common Stock | 275,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $0.96 | 11/22/2021 | J(4) | 275,000 | (8) | 12/08/2024 | Class A Common Stock | 275,000 | $0.00 | 275,000 | D | ||||
Stock Option (Right to Buy) | $3.14 | 11/22/2021 | J(4) | 14,173 | (8) | 03/13/2027 | Common Stock | 14,173 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $3.14 | 11/22/2021 | J(4) | 14,173 | (8) | 03/13/2027 | Class A Common Stock | 14,173 | $0.00 | 14,173 | D | ||||
Stock Option (Right to Buy) | $3.73 | 11/22/2021 | J(4) | 1,200,000 | (8) | 08/27/2028 | Common Stock | 1,200,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $3.73 | 11/22/2021 | J(4) | 1,200,000 | (8) | 08/27/2028 | Class A Common Stock | 1,200,000 | $0.00 | 1,200,000 | D | ||||
Stock Option (Right to Buy) | $7.77 | 11/22/2021 | J(4) | 200,000 | (8) | 12/04/2029 | Common Stock | 200,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $7.77 | 11/22/2021 | J(4) | 200,000 | (8) | 12/04/2029 | Class A Common Stock | 200,000 | $0.00 | 200,000 | D | ||||
Stock Option (Right to Buy) | $7.77 | 11/22/2021 | J(4) | 248,778 | (11) | 12/04/2029 | Common Stock | 248,778 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $7.77 | 11/22/2021 | J(4) | 248,778 | (11) | 12/04/2029 | Class A Common Stock | 248,778 | $0.00 | 248,778 | D | ||||
Stock Option (Right to Buy) | $10.76 | 11/22/2021 | J(4) | 830,000 | (7) | 06/15/2031 | Common Stock | 830,000 | $0.00 | 0 | D | ||||
Stock Option (Right to Buy) | $10.76 | 11/22/2021 | J(4) | 830,000 | (7) | 06/15/2031 | Class A Common Stock | 830,000 | $0.00 | 830,000 | D |
Explanation of Responses: |
1. The shares are held by Nicolas Jammet Revocable Trust U/T/A dated October 7, 2016. |
2. The shares are held by the Jammet Descendants Trust U/T/A dated September 3, 2021. |
3. Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels. |
4. Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the initial public offering of the issuer's Class A Common Stock (the "IPO"). |
5. Each share of Class A Common Stock was exchanged for one share of Class B Common Stock effective upon the completion of the IPO. |
6. The shares are held by Patrick Jammet, as Trustee of the Nicolas H. Jammet 2014 GRAT. |
7. 25% of the shares vest on January 1, 2022, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date. |
8. Fully vested. |
9. The shares of Class B Common Stock will convert automatically into shares of our Class A Common Stock on the final conversion date defined as the earlier of (i) the nine-month anniversary of the death or permanent disability of the last of the founders; (ii) the last trading day of the fiscal year during which the 10th anniversary of the effectiveness of the IPO registration statement occurs, or (iii) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock; provided, however, that the final conversion date may be extended by the affirmative vote of the holders of the majority of the voting power of the then-outstanding shares of Class A Common Stock not held by a founder or an affiliate or permitted transferee of a founder and entitled to vote generally in the election of directors, voting together as a single class. |
10. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock. |
11. The shares subject to the option are immediately exercisable. 25% of the shares subject to the original option vested on January 1, 2020, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date. |
Remarks: |
/s/ Andrew Glickman, Attorney-in-fact | 11/23/2021 | |
** 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). | ||
** 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. |