Nicolas Jammet Form 4 Sweetgreen / Nicolas Jammet 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^*

Jammet Nicolas

(Last) (First) (Middle)

C/O SWEETGREEN, INC.

3102 36TH STREET

(Street)

LOS ANGELES CA 90018

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Sweetgreen, Inc. [ SG ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/09/2023

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
Class A Common Stock	03/09/2023		C		195,745	A	$0.00(1)	195,745	I	See footnote(2)
Class A Common Stock	03/09/2023		S		195,745	D	$7.45(3)	0	I	See footnote(2)
Class A Common Stock								2,100,000(4)	D

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
Class B Common Stock	(1)	03/09/2023		C			195,745	(1)	(1)	Class A Common Stock	195,745	$0.00	3,518,497	I	See footnote(2)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	183,507		183,507	I	See footnote(5)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	500,000		500,000	I	See footnote(6)

Explanation of Responses:

1. 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.

2. The shares are held by Nicolas Jammet Revocable Trust U/T/A dated October 7, 2016.

3. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $7.22 to $8.01. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

4. Represents restricted stock units that vest to the extent the issuer's stock price reaches specified levels.

5. The shares are held by Patrick Jammet, as Trustee of the Nicolas H. Jammet 2014 GRAT.

6. The shares are held by the Jammet Descendants Trust U/T/A dated September 3, 2021.

Remarks:

	/s/ Ashley Van, Attorney-in-fact	03/13/2023
	** 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 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).
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