Sec Form 4 Filing - Neman Jonathan @ Sweetgreen, Inc. - 2021-06-16

FORM 4 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

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1. Name and Address of Reporting Person Neman Jonathan 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 Executive Officer (Last) (First) (Middle) C/O SWEETGREEN, INC., 3101 W. EXPOSITION BOULEVARD 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2021 (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 09/03/2021 G 500,000 D $ 0 2,942,699 I See footnote( 1 ) Common Stock 09/03/2021 G 500,000 A $ 0 500,000 I See footnote( 2 ) Common Stock 09/23/2021 M 195,745 A $ 0.68 917,908 D Common Stock 09/23/2021 M 125,000 A $ 2.4 1,042,908 D Common Stock 09/23/2021 M 17,077 A $ 3.14 1,059,985 D Common Stock 09/29/2021 G 1,059,985 D $ 0 0 D Common Stock 09/29/2021 G 1,059,985 A $ 0 4,002,684 I See footnote( 1 ) Common Stock 10/24/2021 A 2,100,000( 3 ) A $ 0 2,100,000 D Common Stock 11/21/2021 C( 4 ) 50,000 A 50,000 I By spouse Common Stock 11/22/2021 J( 5 ) 50,000 D 0 I By spouse Class A Common Stock 11/22/2021 J( 5 ) 50,000 A 50,000 I By spouse Common Stock 11/21/2021 C( 4 ) 915,490 A 943,991 I See footnote( 6 ) Common Stock 11/22/2021 J( 5 ) 943,991 D 0 I See footnote( 6 ) Class A Common Stock 11/22/2021 J( 5 ) 943,991 A 943,991 I See footnote( 6 ) Common Stock 11/21/2021 C( 4 ) 295,395 A 315,395 I See footnote( 7 ) Common Stock 11/22/2021 J( 5 ) 315,395 D 0 I See footnote( 7 ) Class A Common Stock 11/22/2021 J( 5 ) 315,395 A 315,395 I See footnote( 7 ) Common Stock 11/22/2021 J( 5 ) 4,002,684 D 0 I See footnote( 1 ) Class A Common Stock 11/22/2021 J( 5 ) 4,002,684 A 4,002,684 I See footnote( 1 ) Class A Common Stock 11/22/2021 J( 8 ) 4,002,684 D 0 I See footnote( 1 ) Common Stock 11/22/2021 J( 5 ) 500,000 D 0 I See footnote( 2 ) Class A Common Stock 11/22/2021 J( 5 ) 500,000 A 500,000 I See footnote( 2 ) Class A Common Stock 11/22/2021 J( 8 ) 500,000 D 0 I See footnote( 2 ) Common Stock 11/22/2021 J( 5 ) 181,449 D 0 I See footnote( 9 ) Class A Common Stock 11/22/2021 J( 5 ) 181,449 A 181,449 I See footnote( 9 ) Class A Common Stock 11/22/2021 J( 8 ) 181,449 D 0 I See footnote( 9 ) Common Stock 11/22/2021 J( 5 ) 2,100,000( 3 ) D 0 D Class A Common Stock 11/22/2021 J( 5 ) 2,100,000( 3 ) A 2,100,000 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 (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 Stock Option (Right to Buy) $ 10.76 06/16/2021 A 830,000 ( 10 ) 06/15/2031 Common Stock 830,000 $ 0 830,000 D Stock Option (Right to Buy) $ 0.68 09/23/2021 M 195,745 ( 11 ) 05/01/2024 Common Stock 195,745 $ 0 0 D Stock Option (Right to Buy) $ 2.4 09/23/2021 M 125,000 ( 11 ) 03/18/2026 Common Stock 125,000 $ 0 0 D Stock Option (Right to Buy) $ 3.14 09/23/2021 M 17,077 ( 11 ) 03/13/2027 Common Stock 17,077 $ 0 14,173 D Series B Preferred Stock ( 4 ) 11/21/2021 C 9,757 ( 4 ) ( 4 ) Common Stock 9,757 $ 0 0 I By spouse Series C Preferred Stock ( 4 ) 11/21/2021 C 40,243 ( 4 ) ( 4 ) Common Stock 40,243 $ 0 0 I By spouse Series A Preferred Stock ( 4 ) 11/21/2021 C 486,373 ( 4 ) ( 4 ) Common Stock 486,373 $ 0 0 I See footnote( 6 ) Series B Preferred Stock ( 4 ) 11/21/2021 C 174,654 ( 4 ) ( 4 ) Common Stock 174,654 $ 0 0 I See footnote( 6 ) Series C Preferred Stock ( 4 ) 11/21/2021 C 124,415 ( 4 ) ( 4 ) Common Stock 124,415 $ 0 0 I See footnote( 6 ) Series E Preferred Stock ( 4 ) 11/21/2021 C 86,084 ( 4 ) ( 4 ) Common Stock 86,084 $ 0 0 I See footnote( 6 ) Series F Preferred Stock ( 4 ) 11/21/2021 C 43,964 ( 4 ) ( 4 ) Common Stock 43,964 $ 0 0 I See footnote( 6 ) Series A Preferred Stock ( 4 ) 11/21/2021 C 13,334 ( 4 ) ( 4 ) Common Stock 13,334 $ 0 0 I See footnote( 7 ) Series C Preferred Stock ( 4 ) 11/21/2021 C 34,965 ( 4 ) ( 4 ) Common Stock 34,965 $ 0 0 I See footnote( 7 ) Series E Preferred Stock ( 4 ) 11/21/2021 C 49,140 ( 4 ) ( 4 ) Common Stock 49,140 $ 0 0 I See footnote( 7 ) Series F Preferred Stock ( 4 ) 11/21/2021 C 31,290 ( 4 ) ( 4 ) Common Stock 31,290 $ 0 0 I See footnote( 7 ) Series G Preferred Stock ( 4 ) 11/21/2021 C 166,666 ( 4 ) ( 4 ) Common Stock 166,666 $ 0 0 I See footnote( 7 ) Class B Common Stock ( 12 )( 13 ) 11/22/2021 J( 8 ) 4,002,684 ( 12 )( 13 ) ( 12 )( 13 ) Class A Common Stock 4,002,684 $ 0 4,002,684 I See footnote( 1 ) Class B Common Stock ( 12 )( 13 ) 11/22/2021 J( 8 ) 500,000 ( 12 )( 13 ) ( 12 )( 13 ) Class A Common Stock 500,000 $ 0 500,000 I See footnote( 2 ) Class B Common Stock ( 12 )( 13 ) 11/22/2021 J( 8 ) 18 1,449 ( 12 )( 13 ) ( 12 )( 13 ) Class A Common Stock 181,449 $ 0 181,449 I See footnote( 9 ) Stock Option (Right to Buy) $ 0.96 11/22/2021 J( 5 ) 275,000 ( 11 ) 12/08/2024 Common Stock 275,000 $ 0 0 D Stock Option (Right to Buy) $ 0.96 11/22/2021 J( 5 ) 275,000 ( 11 ) 12/08/2024 Class A Common Stock 275,000 $ 0 275,000 D Stock Option (Right to Buy) $ 3.14 11/22/2021 J( 5 ) 14,173 ( 11 ) 03/13/2027 Common Stock 14,173 $ 0 0 D Stock Option (Right to Buy) $ 3.14 11/22/2021 J( 5 ) 14,173 ( 11 ) 03/13/2027 Class A Common Stock 14,173 $ 0 14,173 D Stock Option (Right to Buy) $ 3.73 11/22/2021 J( 5 ) 1,200,000 ( 11 ) 08/27/2028 Common Stock 1,200,000 $ 0 0 D Stock Option (Right to Buy) $ 3.73 11/22/2021 J( 5 ) 1,200,000 ( 11 ) 08/27/2028 Class A Common Stock 1,200,000 $ 0 1,200,000 D Stock Option (Right to Buy) $ 7.77 11/22/2021 J( 5 ) 200,000 ( 11 ) 12/04/2029 Common Stock 200,000 $ 0 0 D Stock Option (Right to Buy) $ 7.77 11/22/2021 J( 5 ) 200,000 ( 11 ) 12/04/2029 Class A Common Stock 200,000 $ 0 200,000 D Stock Option (Right to Buy) $ 7.77 11/22/2021 J( 5 ) 248,778 ( 14 ) 12/04/2029 Common Stock 248,778 $ 0 0 D Stock Option (Right to Buy) $ 7.77 11/22/2021 J( 5 ) 248,778 ( 14 ) 12/04/2029 Class A Common Stock 248,778 $ 0 248,778 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Neman Jonathan C/O SWEETGREEN, INC. 3101 W. EXPOSITION BOULEVARD LOS ANGELES, CA90018 X Chief Executive Officer Signatures /s/ Andrew Glickman, Attorney-in-fact 11/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held by Jonathan Neman Revocable Trust U/T/A dated October 7, 2016. ( 2 )The shares are held by the Neman Descendants Trust U/T/A dated September 3, 2021. ( 3 )Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels. ( 4 )The share of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F 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 the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, Series E Preferred Stock, Series F Preferred Stock and Series G Preferred Stock automatically converted into shares of Common Stock in connection with the initial public offering of the Issuer's Class A Common Stock (the "IPO"). ( 5 )Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. ( 6 )The shares are held by the JDRB Trust. ( 7 )The shares are held by Neman IV LLC. ( 8 )Each share of Class A Common Stock was exchanged for one share of Class B Common Stock effective upon the completion of the IPO. ( 9 )The shares are held by Nicholas H. Jammet, as Trustee of the Jonathan Neman 2014 GRAT. ( 10 )25% of the shares vest on January 1, 2022, the one-year anniversary of the vesting commencement date, with the remainder of the sharesvesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date. ( 11 )Fully vested. ( 12 )The shares of Class B Common Stock will convert automatically into shares of our Class A Common Stock on the final conversion date defined as the earlier of (i) the nine-month anniversary of the death or permanent disability of the last of the founders; (ii) the last trading day of the fiscal year during which the 10th anniversary of the effectiveness of the IPO registration statement occurs, or (iii) the date specified by a vote of the holders of a majority of the outstanding shares of Class B Common Stock; provided, however, that the final conversion date may be extended by the affirmative vote of the holders of the majority of the voting power of the then-outstanding shares of Class A Common Stock not held by a founder or an affiliate or permitted transferee of a founder and entitled to vote generally in the election of directors, voting together as a single class. ( 13 )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. ( 14 )The shares subject to the option are immediately exercisable. 25% of the shares subject to the original option vested on January 1, 2020, theone-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.

Remarks: First of two forms 4 filed by the reporting person. The form is continued on the second of two.

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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