SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

SWaN Hospitality LLC

(Last)

(First)

(Middle)

108 LOUDOUN ST. SW

(Street)

LEESBURG

20175

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/15/2023

3. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	748,386	⁽¹⁾	D⁽²⁾
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,917,501	⁽¹⁾	I	By SWaN & Legend Fund 3, LP⁽³⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	470,661	⁽¹⁾	D⁽²⁾
Series B Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	836,727	⁽¹⁾	I	By SWaN & Legend Fund 3, LP⁽³⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	198,912	⁽¹⁾	D⁽²⁾
Series C Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	738,345	⁽¹⁾	I	By SWaN & Legend Fund 4, LP⁽⁴⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	176,979	⁽¹⁾	D⁽²⁾
Series D Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	435,915	⁽¹⁾	I	By SWaN & Legend Fund 4, LP⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	2,514,249	⁽¹⁾	D⁽⁵⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	657,483	⁽¹⁾	I	By SWaN & Legend Fund 4, LP⁽⁴⁾
Series E Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,323,918	⁽¹⁾	I	By SWaN Hospitality 3 LLC⁽⁶⁾
Series F Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	1,195,854	⁽¹⁾	I	By SWaN Hospitality 4 LLC⁽⁷⁾

1. Name and Address of Reporting Person^*

SWaN Hospitality LLC

(Last)

(First)

(Middle)

108 LOUDOUN ST. SW

(Street)

LEESBURG

20175

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SWaN Hospitality 2 LLC

(Last)

(First)

(Middle)

108 LOUDOUN ST. SW

(Street)

LEESBURG

20175

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SWaN Hospitality 3 LLC

(Last)

(First)

(Middle)

108 LOUDOUN ST. SW

(Street)

LEESBURG

20175

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SWaN Hospitality 4 LLC

(Last)

(First)

(Middle)

108 LOUDOUN ST. SW

(Street)

LEESBURG

20175

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SWaN & Legend Fund 3 GP, LLC

(Last)

(First)

(Middle)

108 LOUDOUN ST. SW

(Street)

LEESBURG

20175

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SWaN & Legend Fund 3 LP

(Last)

(First)

(Middle)

108 LOUDOUN ST. SW

(Street)

LEESBURG

20175

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SWaN & Legend Fund 4 GP, LLC

(Last)

(First)

(Middle)

108 LOUDOUN ST. SW

(Street)

LEESBURG

20175

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SWaN & Legend Fund 4, LP

(Last)

(First)

(Middle)

108 LOUDOUN ST. SW

(Street)

LEESBURG

20175

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

SWaN Hospitality 3 GP LLC

(Last)

(First)

(Middle)

108 LOUDOUN ST. SW

(Street)

LEESBURG

20175

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. Each share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock will automatically convert into shares of Common Stock on a one-for-one basis without payment of additional consideration immediately prior to the closing of the Issuer's initial public offering.

2. The shares are held directly by SWaN Hospitality LLC.

3. The shares are held directly by SWaN & Legend Fund 3, LP ("SL 3"). SWaN & Legend Fund 3 GP, LLC is the manager of SL 3 and may be deemed to beneficially own these shares. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

4. The shares are held directly by SWaN & Legend Fund 4, LP ("SL 4"). SWaN & Legend Fund 4 GP, LLC is the manager of SL 4 and may be deemed to beneficially own these shares. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

5. The shares are held directly by SWaN Hospitality 2 LLC.

6. The shares are held directly by SWaN Hospitality 3 LLC ("SWaN 3"). SWaN Hospitality 3 GP LLC ("SWaN 3 GP" ) is the manager of SWaN 3 and may be deemed to beneficially own these shares. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

7. The shares are held directly by SWaN Hospitality 4 LLC ("SWaN 4"). SWaN 3 GP is the manager of SWaN 4 and may be deemed to beneficially own these shares. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein, except to the extent of its respective pecuniary interest therein.

Remarks:

	SWaN Hospitality LLC, By /s/ Frederick D. Schaufeld, Managing Member	06/15/2023
	SWaN Hospitality 2 LLC, By /s/ Anthony Peter Nader III, Managing Member	06/15/2023
	SWaN Hospitality 3 LLC, By SWaN Hospitality 3 GP LLC, its Manager, By /s/ Anthony Peter Nader III, Managing Member	06/15/2023
	SWaN Hospitality 4 LLC, By SWaN Hospitality 3 GP LLC, its Manager, By /s/ Anthony Peter Nader III, Managing Member	06/15/2023
	SWaN & Legend Fund 3 GP, LLC, By /s/ Anthony Peter Nader III, Managing Member	06/15/2023
	SWaN & Legend Fund 3, LP, By SWaN & Legend Fund 3 GP, LLC, its Manager, By /s/ Anthony Peter Nader III, Managing Member	06/15/2023
	SWaN & Legend Fund 4 GP, LLC, By /s/ Anthony Peter Nader III, Managing Member	06/15/2023
	SWaN & Legend Fund 4, LP, By SWaN & Legend Fund 4 GP, LLC, its Manager, By /s/ Anthony Peter Nader III, Managing Member	06/15/2023
	SWaN Hospitality 3 GP LLC, By /s/ Anthony Peter Nader III, Managing Member	06/15/2023
	** 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 5 (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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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