Adam David Phillips Form 4 CAVA / Adam David Phillips 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^*

Phillips Adam David

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2023

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
Common Stock	04/03/2023		A(1)		5,025(2)	A	$0	5,025(2)(3)	D
Common Stock	06/20/2023		A(4)		6,829	A	$0	11,854(3)	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
Stock Options (right to buy)	$9.58	04/03/2023		A(5)		10,362		(5)	04/03/2033	Common Stock	10,362	$0	10,362	D
Stock Options (right to buy)	$22	06/20/2023		A		11,058		(6)	06/14/2033	Common Stock	11,058	$0	11,058	D

Explanation of Responses:

1. On April 3, 2023 reporting person was granted restricted stock units ("RSU") which vest in four equal annual installments commencing on January 24, 2024. Each RSU represents a contingent right to receive one share of common stock, par value $0.0001 per share (the "Common Stock") upon settlement. Such securities were originally included on the Form 3 filed by the reporting person on June 15, 2023. Reflects the 3-for-1 forward stock split of Common Stock (the "Stock Split"), which became effective on June 2, 2023 in connection with the Issuer's initial public offering.

2. The number of shares of Common Stock of CAVA Group, Inc. (the "Issuer") reported in this Form 4 reflects the Stock Split.

3. Includes unvested RSUs.

4. Reflects a grant of RSUs which vest in four equal annual installments commencing on June 14, 2024. Each RSU represents a contingent right to receive one share of the Issuer's common stock upon settlement.

5. On April 3, 2023 reporting person was granted options to purchase shares of Common Stock which vest in four equal annual installments commencing on January 24, 2024. Such securities were originally included on the Form 3 filed by the reporting person on June 15, 2023. Reflects the Stock Split.

6. Reflects a grant of options to purchase shares of Common Stock which vest in four equal annual installments commencing on June 14, 2024.

Remarks:

	/s/ Kenneth Robert Bertram, as Attorney-in-Fact	06/22/2023
	** 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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