SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Ru Nathaniel

(Last)

(First)

(Middle)

C/O SWEETGREEN, INC.

3102 36TH STREET

(Street)

LOS ANGELES

90018

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Sweetgreen, Inc. [ SG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/28/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/21/2024		C		1,009	A	$0⁽¹⁾	1,009	I	See footnote⁽²⁾
Class A Common Stock	10/28/2024		S		1,009⁽³⁾	D	$40.01⁽⁴⁾	0	I	See footnote⁽²⁾
Class A Common Stock	10/28/2024		M		1,263	A	$0.96	1,953,392⁽⁵⁾	D
Class A Common Stock	10/28/2024		S		1,263⁽³⁾	D	$40.01⁽⁴⁾	1,952,129⁽⁵⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	10/28/2024		C			1,009	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,009	$0	3,389,244	I⁽²⁾	See footnote
Stock Option (Right to Buy)	$0.96	10/28/2024		M			1,263	⁽⁶⁾	12/08/2024	Class A Common Stock	1,263	$0	77,487	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	180,904		180,904	I	See footnote⁽⁷⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	400,000		400,000	I	See footnote⁽⁸⁾

Explanation of Responses:

1. Each share of Class B Common Stock is convertible at any time at the option of the holder into one share of Class A Common Stock.

2. The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016.

3. Shares sold pursuant to a 10b5-1 plan dated June 10, 2024.

4. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.00 to $40.05. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Includes 1,800,000 shares subject to restricted stock units that vest over time and if and to the extent the issuer's stock price reaches specified levels.

6. Fully vested.

7. The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT.

8. The shares are held by the Ru Descendants Trust U/T/A dated September 17, 2021.

	/s/ Ashley Van, Attorney-in-Fact	10/30/2024
	** 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).
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