0001209191-21-065283.txt : 20211117 0001209191-21-065283.hdr.sgml : 20211117 20211117190656 ACCESSION NUMBER: 0001209191-21-065283 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20211117 FILED AS OF DATE: 20211117 DATE AS OF CHANGE: 20211117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CASE STEPHEN M CENTRAL INDEX KEY: 0001094581 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-41069 FILM NUMBER: 211422034 MAIL ADDRESS: STREET 1: 1717 RHODE ISLAND AVENUE, N.W. STREET 2: 9TH FLOOR CITY: WASHINGTON STATE: DC ZIP: 20036 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sweetgreen, Inc. CENTRAL INDEX KEY: 0001477815 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 271159215 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3101 W. EXPOSITION BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90018 BUSINESS PHONE: (323) 990-7040 MAIL ADDRESS: STREET 1: 3101 W. EXPOSITION BOULEVARD CITY: LOS ANGELES STATE: CA ZIP: 90018 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2021-11-17 0 0001477815 Sweetgreen, Inc. SG 0001094581 CASE STEPHEN M C/O SWEETGREEN, INC. 3101 W. EXPOSITION BOULEVARD LOS ANGES CA 90018 1 0 0 0 Series C Preferred Stock Common Stock 140073 I See footnote Series E Preferred Stock Common Stock 23471 I See footnote Series D Preferred Stock Common Stock 2455505 I See footnote Series E Preferred Stock Common Stock 3132678 I See footnote Series F Preferred Stock Common Stock 97783 I See footnote Series G Preferred Stock Common Stock 555555 I See footnote The Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock, is convertible into shares of Common Stock on a 1:1 basis and has no expiration date. At 11:59 p.m. Eastern time on the day immediately prior to the completion of the initial public offering of the Issuer's Class A Common Stock, the Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock will automatically convert into shares of Common Stock. Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the Issuer's initial public offering of Class A Common Stock. The shares are held by TF Group Holdings LLC. Includes 818,492 shares held by Georgetown SG Holdings, LLC, 818,521 shares held by Revolution Growth II, LP and 818,492 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Includes 1,044,226 shares held by Georgetown SG Holdings, LLC, 1,044,226 shares held by Revolution Growth II, LP and 1,044,226 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Includes 32,594 shares held by Georgetown SG Holdings, LLC, 32,595 shares held by Revolution Growth II, LP and 32,594 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Includes 185,185 shares held by Georgetown SG Holdings, LLC, 185,185 shares held by Revolution Growth II, LP and 185,185 shares held by Tavern Green Holdings, LLC. The Reporting Person may been deemed to have shared dispositive power over these shares and disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. /s/ Andrew Glickman, Attorney-in-fact 2021-11-17 EX-24 2 poa.txt POA DOCUMENT POWER OF ATTORNEY KNOW ALL BY THESE PRESENTS that the undersigned hereby constitutes and appoints each of Jonathan Neman, Mitch Reback, Andrew Glickman and Ashley Van of Sweetgreen, Inc. (the "Company"), and Siana Lowrey, Eric Steiner, and Chu Lee of Cooley LLP, signing individually, as the undersigned's true and lawful attorneys-in-fact and agents to: 1. Prepare, execute for and on behalf of the undersigned, and submit to the Securities and Exchange Commission (the "SEC"), in the undersigned's name and capacity as an officer, director and/or beneficial owner more than 10% of a registered class of securities of the Company, Forms 3, 4 and 5 (including any amendments thereto and joint filing agreements in connection therewith) in accordance with Section 16 of the Securities Exchange Act of 1934, as amended, and the rules thereunder (the "Exchange Act"); 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to prepare and execute any such Forms 3, 4 or 5, prepare and execute any amendment or amendments thereto, and joint filing agreements in connection therewith, and file such forms with the SEC and any stock exchange, self-regulatory association or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required of, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, and their substitutes, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the earliest to occur of (a) the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, (b) revocation by the undersigned in a signed writing delivered to the Company and the foregoing attorneys-in-fact or (c) as to any attorney-in-fact individually, until such attorney-in-fact is no longer employed by the Company or employed by or a partner at Cooley LLP, or another law firm representing the Company, as applicable. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23rd day of September, 2021. /S/ Stephen Case