Sec Form 3 Filing - Ru Nathaniel @ Sweetgreen, Inc. - 2021-11-17

FORM 3 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Ru Nathaniel 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 (Last) (First) (Middle) C/O SWEETGREEN, INC., 3101 W. EXPOSITION BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 11/17/2021 (Street) LOS ANGELES, CA90018 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Common Stock 2,100,000( 1 )( 2 ) D Common Stock 3,812,980( 3 ) I See footnote( 4 ) Common Stock 400,000( 3 ) I See footnote( 5 ) Common Stock 181,886( 3 ) I See footnote( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Preferred Stock ( 7 ) ( 7 ) ( 7 ) Common Stock( 3 ) 155 I By Trust Stock Option (Right to Buy) $ 0.96 ( 8 ) 12/08/2024 Common Stock( 1 ) 275,000 D Stock Option (Right to Buy) $ 3.14 ( 8 ) 03/13/2027 Common Stock( 1 ) 14,173 D Stock Option (Right to Buy) $ 3.73 ( 9 ) 08/27/2028 Common Stock( 1 ) 1,200,000 D Stock Option (Right to Buy) $ 7.77 ( 9 ) 12/04/2029 Common Stock( 1 ) 200,000 D Stock Option (Right to Buy) $ 7.77 ( 10 ) 12/04/2029 Common Stock( 1 ) 248,778 D Stock Option (Right to Buy) $ 10.76 ( 11 ) 06/15/2031 Common Stock( 1 ) 830,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Ru Nathaniel C/O SWEETGREEN, INC. 3101 W. EXPOSITION BOULEVARD LOS ANGELES, CA90018 X Chief Brand Officer Signatures /s/ Andrew Glickman, Attorney-in-fact 11/17/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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 "IPO"). ( 2 )Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels. ( 3 )Each share of Common Stock shall be reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. Each share of Class A Common Stock shall be exchanged for one share of Class B Common Stock effective upon the completion of the IPO. ( 4 )The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016. ( 5 )The shares are held by the Ru Descendants Trust U/T/A dated September 3, 2021. ( 6 )The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT. ( 7 )The Series A 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 IPO, the Series A Preferred Stock will automatically convert into shares of Common Stock. ( 8 )Fully vested. ( 9 )The shares subject to the option will be fully vested upon the consummation of the IPO. ( 10 )The shares subject to the option are immediately exercisable. 25% of the shares subject to the original option vested on January 1, 2020, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date. ( 11 )25% of the shares vest on January 1, 2022, the one-year anniversary of the vesting commencement date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.