Sec Form 3 Filing - Reback Mitch @ 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 Reback Mitch 2. Issuer Name and Ticker or Trading Symbol Sweetgreen, Inc. [ SG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial 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( 1 ) 397,750 D Common Stock( 1 ) 200,000( 2 ) D Common Stock( 1 ) 7,500 I By Family Trust Common Stock( 1 ) 2,500 I By Daughter's Trust Common Stock( 1 ) 125,000 I See footnote( 3 ) Common Stock( 1 ) 125,000 I See footnote( 4 )

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 C Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock( 1 ) 30,909 I By Family Trust Series C Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock( 1 ) 2,937 I By Daughter's Trust Series G Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock( 1 ) 40,000 I By Family Trust Series G Preferred Stock ( 5 ) ( 5 ) ( 5 ) Common Stock( 1 ) 2,000 I By Daughter's Trust Stock Option (Right to Buy) $ 7.77 ( 6 ) 12/04/2029 Common Stock( 1 ) 150,000 D Stock Option (Right to Buy) $ 7.77 ( 7 ) 12/04/2029 Common Stock( 1 ) 30,000 D Stock Option (Right to Buy) $ 4.78 ( 8 ) 06/29/2030 Common Stock( 1 ) 81,250 D Stock Option (Right to Buy) $ 10.76 ( 9 ) 06/15/2031 Common Stock( 1 ) 250,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Reback Mitch C/O SWEETGREEN, INC. 3101 W. EXPOSITION BOULEVARD LOS ANGELES, CA90018 Chief Financial 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 are subject to both a time based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement will be met upon the consummation of the IPO. The time based vesting requirement will be satisfied with respect to 25% of the shares on August 15, 2022 and with respect to the remainder of the shares in equal quarterly amounts over the following 36 months, subject to the reporting person's continuous service through each applicable vesting date. ( 3 )The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021. ( 4 )The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021. ( 5 )The Series C Preferred Stock and Series G Preferred Stock are convertible into shares of Common Stock on a 1:1 basis and have no expiration date. At 11:59 p.m. Eastern time on the day immediately prior to the completion of the IPO, the Series C Preferred Stock and Series G Preferred Stock will automatically convert into shares of Common Stock. ( 6 )The shares subject to the option are immediately exercisable and vest monthly over 36 months measured from January 1, 2019, subject to the reporting person's continuous service through each applicable vesting date. ( 7 )The shares subject to the option will be fully vested upon the consummation of the IPO. ( 8 )The shares subject to the option are immediately exercisable and vest monthly over 24 months measured from June 30, 2020, subject to the reporting person's continuous service through each applicable vesting date. ( 9 )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.