Brett Schulman Form 4 CAVA / Brett Schulman 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Schulman Brett

(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
X	Officer (give title below)	Other (specify below)
CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
12/05/2024

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	12/05/2024		M		14,355	A	$1.28	730,445(1)	D
Common Stock	12/05/2024		S		14,355	D	$150.06(2)	716,090(1)	D
Common Stock	12/05/2024		M		23,638	A	$1.92	739,728(1)	D
Common Stock	12/05/2024		S		23,638	D	$150.06(2)	716,090(1)	D
Common Stock	12/05/2024		M		12,837	A	$2.66	728,927(1)	D
Common Stock	12/05/2024		S		12,837	D	$150.06(2)	716,090(1)	D
Common Stock	12/05/2024		M		276,170	A	$7.56	992,260(1)	D
Common Stock	12/05/2024		S		276,170	D	$150.06(2)	716,090(1)	D
Common Stock	12/09/2024		M		50,950	A	$1.28	767,040(1)	D
Common Stock	12/09/2024		M		31,973	A	$1.92	799,013(1)	D
Common Stock	12/09/2024		M		12,134	A	$2.66	811,147(1)	D
Common Stock								57,495	I	By Spouse
Common Stock								682,710	I	By LLC

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)	$1.28	12/05/2024		M			14,355	(3)	08/04/2025	Common Stock	14,355	$0	50,950	D
Stock Options (right to buy)	$1.92	12/05/2024		M			23,638	(3)	12/20/2026	Common Stock	23,638	$0	31,973	D
Stock Options (right to buy)	$2.66	12/05/2024		M			12,837	(3)	02/22/2028	Common Stock	12,837	$0	38,514	D
Stock Options (right to buy)	$7.56	12/05/2024		M			276,170	(3)	11/20/2028	Common Stock	276,170	$0	385,798	D
Stock Options (right to buy)	$1.28	12/09/2024		M			50,950	(3)	08/04/2025	Common Stock	50,950	$0	0	D
Stock Options (right to buy)	$1.92	12/09/2024		M			31,973	(3)	12/20/2026	Common Stock	31,973	$0	0	D
Stock Options (right to buy)	$2.66	12/09/2024		M			12,134	(3)	02/22/2028	Common Stock	12,134	$0	26,380	D

Explanation of Responses:

1. Includes unvested restricted stock units.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $150.00 to $150.90, inclusive. The reporting person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

3. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

Remarks:

The reporting person states that this filing shall not be an admission that the reporting person is the beneficial owner of any of the securities reported herein as indirectly owned, and the reporting person disclaims beneficial ownership of such securities except to the extent of the reporting person's pecuniary interest therein.

	/s/ Kenneth Robert Bertram, as Attorney-in-Fact	12/09/2024
	** 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).
** 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.