0001104659-23-021845.txt : 20230214 0001104659-23-021845.hdr.sgml : 20230214 20230214164836 ACCESSION NUMBER: 0001104659-23-021845 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20230214 DATE AS OF CHANGE: 20230214 GROUP MEMBERS: REVOLUTION GROWTH GP II, LP GROUP MEMBERS: REVOLUTION GROWTH UGP II, LLC GROUP MEMBERS: STEPHEN M. CASE GROUP MEMBERS: STEVEN J. MURRAY GROUP MEMBERS: THEODORE J. LEONSIS SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-93125 FILM NUMBER: 23630836 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: REVOLUTION GROWTH II, LP CENTRAL INDEX KEY: 0001525891 IRS NUMBER: 450684895 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1717 RHODE ISLAND AVENUE, NW, SUITE 1000 CITY: WASHINGTON STATE: DC ZIP: 20036 BUSINESS PHONE: 202-776-1400 MAIL ADDRESS: STREET 1: 1717 RHODE ISLAND AVENUE, NW, SUITE 1000 CITY: WASHINGTON STATE: DC ZIP: 20036 SC 13G/A 1 tm236539d1_sc13ga.htm SC 13G/A


	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Sweetgreen, Inc.

(Name of Issuer)

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

87043Q108

(CUSIP Number)

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐	Rule 13d-1(b)
☐	Rule 13d-1(c)
☒	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 87043Q108

	1.	Names of Reporting Persons Revolution Growth II, LP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	☐
		(b)	☒ (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0

	6.	Shared Voting Power 4,681,141 shares (2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 4,681,141 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,681,141 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 4.8% (3)

	12.	Type of Reporting Person (See Instructions) PN

(1)

This Schedule 13G is filed by each of Revolution Growth II, LP (“Revolution Growth”), Revolution Growth GP II, LP (“Revolution Growth GP”), Revolution Growth UGP II, LLC (“Revolution Growth UGP”), Steven J. Murray (“Murray”), Stephen M. Case (“Case”) and Theodore J. Leonsis (“Leonsis”) (hereinafter sometimes referred to collectively as the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

4,681,141 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth. Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth.

(3)	This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

CUSIP No. 87043Q108

	1.	Names of Reporting Persons Revolution Growth GP II, LP

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	☐
		(b)	☒ (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0

	6.	Shared Voting Power 4,681,141 shares (2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 4,681,141 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,681,141 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 4.8% (3)

	12.	Type of Reporting Person (See Instructions) PN

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

CUSIP No. 87043Q108

	1.	Names of Reporting Persons Revolution Growth UGP II, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	☐
		(b)	☒ (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Delaware


Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 0

	6.	Shared Voting Power 4,681,141 shares (2)

	7.	Sole Dispositive Power 0

	8.	Shared Dispositive Power 4,681,141 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,681,141 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 4.8% (3)

	12.	Type of Reporting Person (See Instructions) OO

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

CUSIP No. 87043Q108

	1.	Names of Reporting Persons Steven J. Murray

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	☐
		(b)	☒ (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 9,785 shares

	6.	Shared Voting Power 4,681,141 shares (2)

	7.	Sole Dispositive Power 9,785 shares

	8.	Shared Dispositive Power 4,681,141 shares (2)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,690,926 shares (2)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 4.8% (3)

	12.	Type of Reporting Person (See Instructions) IN

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)

(3)	This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

CUSIP No. 87043Q108

	1.	Names of Reporting Persons Stephen M. Case

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	☐
		(b)	☒ (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 239,791 shares (2)

	6.	Shared Voting Power 90,035 shares (3)

	7.	Sole Dispositive Power 239,791 shares (2)

	8.	Shared Dispositive Power 4,771,176 (3)

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 5,010,967 shares (2) (3)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 5.1% (4)

	12.	Type of Reporting Person (See Instructions) IN

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	Includes 239,791 shares of the Issuer’s Class A Common Stock held by a family trust of which Case is the trustee.

(3)

4,681,141 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 73,250 shares are held by TF Group Holdings LLC (“TF”) and 16,785 shares are held by Grove Farm Company, Inc. (“Grove”). Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth. Murray, Case and Leonsis may be deemed to beneficially own the shares held by Revolution Growth. Case may be deemed to share voting and dispositive power with TF and Grove and beneficially own the shares held by TF and Grove.

(4)

This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

CUSIP No. 87043Q108

	1.	Names of Reporting Persons Theodore J. Leonsis

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)	☐
		(b)	☒ (1)

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States


Number of Shares Beneficially Owned by Each Reporting Person With	5.	Sole Voting Power 81,633 shares (2)

	6.	Shared Voting Power 0 shares (3)

	7.	Sole Dispositive Power 81,633 shares (2)

	8.	Shared Dispositive Power 4,681,141 (3)


	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 4,762,774 shares (2)(3)

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 4.9% (4)

	12.	Type of Reporting Person (See Instructions) IN

(1)	This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.

(2)	Includes 81,633 shares of the Issuer’s Class A Common Stock held by a family trust of which Leonsis is the trustee.

(3)

(4)	This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

Item 1.
	(a)	Name of Issuer Sweetgreen, Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices 3101 W. Exposition Blvd. Los Angeles, CA 90018
Item 2.
	(a)	Name of Person Filing Revolution Growth II, LP (“Revolution Growth”) Revolution Growth GP II, LP (“Revolution Growth GP”) Revolution Growth UGP II, LLC (“Revolution Growth UGP”) Steven J. Murray (“Murray”) Stephen M. Case (“Case”) Theodore J. Leonsis (“Leonsis”) See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them. Revolution Growth GP is the general partner of Revolution Growth. Revolution Growth UGP is the general partner of Revolution Growth GP. Murray, as the operating manager of Revolution Growth UGP has voting power with respect to the shares held by Revolution Growth. Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth. Revolution Growth GP, Revolution Growth UGP, Murray, Case and Leonsis may be deemed to beneficially own the shares held by Revolution Growth. Case may be deemed to share voting and dispositive power with TF and Grove and beneficially own the shares held by TF and Grove.
	(b)	Address of Principal Business Office or, if none, Residence The business address for each of Revolution Growth, Revolution Growth GP, Revolution Growth UGP, Murray, Case and Leonsis is 1717 Rhode Island Avenue NW, 10th Floor, Washington, DC 20036.

(c)	Citizenship

	Entities:
	Revolution Growth		-	Delaware
	Revolution Growth GP		-	Delaware
	Revolution Growth UGP		-	Delaware

	Individuals:
	Murray	-	United States of America
	Case	-	United States of America
	Leonsis	-	United States of America

	(d)	Title of Class of Securities Class A Common Stock, $0.001 par value (“Common Stock”)
	(e)	CUSIP Number 87043Q108

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	Not applicable

Item 4.	Ownership
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2022:

Reporting Persons	Shares Held Directly		Sole Voting Power		Shared Voting Power		Sole Dispositive Power		Shared Dispositive Power		Beneficial Ownership		Percentage of Class (4)
Revolution Growth (1)		4,681,141		0		4,681,141		0		4,681,141		4,681,141		4.8	%
Revolution Growth GP (1)		0		0		4,681,141		0		4,681,141		4,681,141		4.8	%
Revolution Growth UGP (1)		0		0		4,681,141		0		4,681,141		4,681,141		4.8	%
Murray (1)		9,785		9,785		4,681,141		9,785		4,681,141		4,690,926		4.8	%
Case (1)(2)		239,791		239,791		90,035		239,791		4,771,176		5,010,967		5.1	%
Leonsis (1)(3)		81,633		81,633		0		81,633		4,681,141		4,762,774		4.9	%

(1)	4,681,141 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 73,250 shares are held by TF Group Holdings, LLC (“TF”) and 16,785 shares are held by Grove Farm Company, Inc. (“Grove”). Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth. Murray, Case and Leonsis may be deemed to beneficially own the shares held by Revolution Growth. Case may be deemed to share voting and dispositive power with TF and Grove and beneficially own the shares held by TF and Grove.
(2)	Includes 239,791 shares held by a family trust of which Case is the trustee.
(3)	Includes 81,633 shares held by a family trust of which Leonsis is the trustee.

(4)	This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
Not applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
Not applicable

Item 8.	Identification and Classification of Members of the Group
Not applicable

Item 9.	Notice of Dissolution of Group
Not applicable

Item 10.	Certification
Not applicable

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2023

	REVOLUTION GROWTH II, LP
	By:	Revolution Growth GP II, LP
	Its:	General Partner
	By:	Revolution Growth UGP II, LLC
	Its:	General Partner

	By:	/s/ STEVEN J. MURRAY
	Name: Steven J. Murray
	Title: Operating Manager

	REVOLUTION GROWTH GP II, LP
	By:	Revolution Growth UGP II, LLC
	Its:	General Partner

	By:	/s/ STEVEN J. MURRAY
	Name: Steven J. Murray
	Title: Operating Manager

	REVOLUTION GROWTH UGP II, LLC

	By:	/s/ STEVEN J. MURRAY
	Name: Steven J. Murray
	Title: Operating Manager

	By:	/s/ STEVEN J. MURRAY
	Name: Steven J. Murray
	Title: Operating Manager

	/s/ STEVEN J. MURRAY
	Steven J. Murray

	/s/ STEPHEN M. CASE
	Stephen M. Case

	/s/ THEODORE J. LEONSIS
	Theodore J. Leonsis

	ATTENTION

Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

Exhibit(s):

A - Joint Filing Statement

EXHIBIT A

JOINT FILING STATEMENT

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Sweetgreen, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.

Dated: February 14, 2023

	REVOLUTION GROWTH II, LP
	By:	Revolution Growth GP II, LP
	Its:	General Partner
	By:	Revolution Growth UGP II, LLC
	Its:	General Partner

	By:	/s/ STEVEN J. MURRAY
	Name: Steven J. Murray
	Title: Operating Manager

	REVOLUTION GROWTH GP II, LP
	By:	Revolution Growth UGP II, LLC
	Its:	General Partner

	By:	/s/ STEVEN J. MURRAY
	Name: Steven J. Murray
	Title: Operating Manager

	REVOLUTION GROWTH UGP II, LLC

	By:	/s/ STEVEN J. MURRAY
	Name: Steven J. Murray
	Title: Operating Manager

	By:	/s/ STEVEN J. MURRAY
	Name: Steven J. Murray
	Title: Operating Manager

	/s/ STEVEN J. MURRAY
	Steven J. Murray

	/s/ STEPHEN M. CASE
	Stephen M. Case

	/s/ THEODORE J. LEONSIS
	Theodore J. Leonsis