Cava Act III Trust Form 4 CAVA / RONALD M SHAICH 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^*

SHAICH RONALD M

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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	06/20/2023		A(1)		5,000	A	$0	5,000(2)	D
Common Stock	06/20/2023		M		135,462	A	(3)	135,462	I	By Cava Act III Trust, LLC(4)(5)
Common Stock	06/20/2023		M		1,985,877	A	(6)	2,121,339	I	By Cava Act III Trust, LLC(4)(5)
Common Stock	06/20/2023		M		3,565,926	A	(7)	5,687,265	I	By Cava Act III Trust, LLC(4)(5)
Common Stock	06/20/2023		M		5,957,634	A	(7)	5,957,634	I	By Cava Act III, LLC(5)(8)

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
Series A Preferred Stock	(3)	06/20/2023		M			135,462	(3)	(3)	Common Stock	135,462	$0	0	I	By Cava Act III Trust, LLC(4)(5)
Series D Preferred Stock	(6)	06/20/2023		M			1,985,877	(6)	(6)	Common Stock	1,985,877	$0	0	I	By Cava Act III Trust, LLC(4)(5)
Series E Preferred Stock	(7)	06/20/2023		M			3,565,926	(7)	(7)	Common Stock	3,565,926	$0	0	I	By Cava Act III Trust, LLC(4)(5)
Series E Preferred Stock	(7)	06/20/2023		M			5,957,634	(7)	(7)	Common Stock	5,957,634	$0	0	I	By Cava Act III, LLC(5)(8)

1. Name and Address of Reporting Person^*

SHAICH RONALD M

(Last) (First) (Middle)

C/O CAVA GROUP, INC.

14 RIDGE SQUARE NW, SUITE 500

(Street)

WASHINGTON DC 20016

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cava Act III Trust, LLC

(Last) (First) (Middle)

23 PRESCOTT ST.

(Street)

BROOKLINE MA 02446

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Cava Act III, LLC

(Last) (First) (Middle)

23 PRESCOTT ST.

(Street)

BROOKLINE MA 02446

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Act III Holdings LLC

(Last) (First) (Middle)

23 PRESCOTT ST.

(Street)

BROOKLINE MA 02446

(City) (State) (Zip)

Explanation of Responses:

1. Reflects a grant of restricted stock units ("RSU"), which vest in full on the earlier of (i) June 14, 2024 and (ii) the business day before the date of the next annual meeting of the stockholders of CAVA Group, Inc. (the "Issuer"), subject to the reporting person's continued service through such date. Each RSU represents a contingent right to receive one share of the Issuer's common stock, par value $0.0001 per share (the "Common Stock") upon settlement.

2. Includes unvested RSUs.

3. Upon closing of the Issuer's initial public offering (the "IPO"), each share of Series A Preferred Stock beneficially owned by the reporting person automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series A Preferred Stock had no expiration date.

4. Represents securities held by Cava Act III Trust, LLC.

5. 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 , LLCis 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.

6. Upon closing of the Issuer's IPO, each share of Series D Preferred Stock beneficially owned by the reporting person automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series D Preferred Stock had no expiration date.

7. Upon closing of the Issuer's IPO, each share of Series E Preferred Stock beneficially owned by the reporting person automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series E Preferred Stock had no expiration date.

8. Represents securities held by Cava Act III, LLC.

Remarks:

	Cava Act III Trust, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer	06/22/2023
	Cava Act III, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer	06/22/2023
	Act III Holdings, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer	06/22/2023
	/s/ Ronald M. Shaich	06/22/2023
	** Signature of Reporting Person	Date
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