United States securities and exchange commission logo





                             August 13, 2021

       Jonathan Neman
       Chief Executive Officer
       Sweetgreen, Inc.
       3101 W. Exposition Boulevard
       Los Angeles, CA 90018

                                                        Re: Sweetgreen, Inc.
                                                            Amendment No. 1 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 28,
2021
                                                            CIK No. 0001477815

       Dear Mr. Neman:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 1 to Draft Registration Statement on Form S-1, submitted
July 28, 2021

       Prospectus Summary
       Our Growth Strategies, page 7

   1.                                                   We note your response
to comment 9, and your amended disclosure in the footnotes to the
                                                        graphic on page 9,
stating that "[f]or orders placed through one of our Digital Channels, a
                                                        unique customer is
determined based on the customer's login information." Please
                                                        disclose whether a
single customer could use different login information, and therefore, be
                                                        counted more than once
as a unique customer. Please amend your risk factor disclosure to
                                                        discuss any risks
related to the same, including the impact on management's interpretation
                                                        of your key metrics.
 Jonathan Neman
Sweetgreen, Inc.
August 13, 2021
Page 2
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Key Performance Metrics, page 82

2.    We note your response to prior comment 31. Please either retitle the
metrics to indicate
      that they have been adjusted or quantify AUV and Same-Store Sales Change
without
      adjustment for temporary store closures and then explain the impact of
such closures on
      these metrics in an accompanying narrative. If you retitle the metrics,
consider doing so
      by parenthetically noting that they are adjusted for 2020, footnoting the
figures adjusted,
      and disclosing the adjustments in a footnote immediately below the table.
Business
Our Marketing Strategy
Performance Marketing, page 114

3.    We note your response to comment 37, and your amended disclosure on page
144 that
      "[t]his connection with our customers leads to improved retention (which
we measure
      based on the number of customers placing repeat orders on our platform
over various time
      periods) and more efficient customer acquisition (which we measure by a
number of
      metrics, such as return on ad spend and cost per app install)." Please
disclose the
      customer retention for the periods presented in your filing. Further,
please briefly
      describe how you calculate return on ad spend and cost per app install.
Notes to Consolidated Financial Statements
Note 1. Description of Business and Summary of Significant Accounting Policies
Gift Cards, page F-11

4.    We note your revised disclosure in response to prior comment 44 that you
have no gift
      cards currently meeting the requirement for escheatment, but because the
state of
      Delaware requires escheatment, there is always a legal obligation for the
Company to
      remit unredeemed gift card balances to Delaware. Please further revise to
disclose how
      a gift card meets the requirements for escheatment in the state of
Delaware.
       You may contact Patrick Kuhn at (202) 551-3308 or Lyn Shenk at (202)
551-3380 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Katherine Bagley at (202) 551-2545 or Lilyanna Peyser at (202) 551-3222
with any other
questions.



                                                            Sincerely,
FirstName LastNameJonathan Neman
                                                            Division of
Corporation Finance
Comapany NameSweetgreen, Inc.
                                                            Office of Trade &
Services
August 13, 2021 Page 2
cc:       Siana E. Lowrey
FirstName LastName