Sec Form 4 Filing - Reback Mitch @ 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 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) 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 06/28/2021 M 68,750 A $ 4.78 647,750 D Common Stock 07/30/2021 G 125,000 D $ 0 522,750 D Common Stock 07/30/2021 G 125,000 A $ 0 125,000 I See footnote( 1 ) Common Stock 07/30/2021 G 125,000 D $ 0 397,750 D Common Stock 07/30/2021 G 125,000 A $ 0 125,000 I See footnote( 2 ) Common Stock 10/24/2021 A 200,000( 3 ) D $ 0 597,750 D Common Stock 11/21/2021 C( 4 ) 70,909 A 78,409 I By Family Trust Common Stock 11/22/2021 J( 5 ) 78,409 D 0 I By Family Trust Class A Common Stock 11/22/2021 J( 5 ) 78,409 A 78,409 I By Family Trust Common Stock 11/21/2021 C( 4 ) 4,937 A 7,437 I By Daughter's Trust Common Stock 11/22/2021 J( 5 ) 7,437 D 0 I By Daughter's Trust Class A Common Stock 11/22/2021 J( 5 ) 7,437 A 7,437 I By Daughter's Trust Common Stock 11/22/2021 J( 5 ) 125,000 D 0 I See footnote( 1 ) Class A Common Stock 11/22/2021 J( 5 ) 125,000 A 125,000 I See footnote( 1 ) Common Stock 11/22/2021 J( 5 ) 125,000 D 0 I See footnote( 2 ) Class A Common Stock 11/21/2021 J( 5 ) 125,000 A 125,000 I See footnote( 2 ) Common Stock 11/22/2021 J( 5 ) 597,750 D 0 D Class A Common Stock 11/22/2021 J( 5 ) 597,750 D 597,750( 6 ) 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 250,000 ( 7 ) 06/15/2031 Common Stock 250,000 $ 0 250,000 D Stock Option (Right to Buy) $ 4.78 06/28/2021 M 68,750 ( 8 ) 06/29/2030 Common Stock 68,750 $ 0 81,250 D Series C Preferred Stock ( 4 ) 11/21/2021 C 30,909 ( 4 ) ( 4 ) Common Stock 30,909 $ 0 0 I By Family Trust Series C Preferred Stock ( 4 ) 11/21/2021 C 2,937 ( 4 ) ( 4 ) Common Stock 2,937 $ 0 0 I By Daughter's Trust Series G Preferred Stock ( 4 ) 11/21/2021 C 40,000 ( 4 ) ( 4 ) Common Stock 40,000 $ 0 0 I By Family Trust Series G Preferred Stock ( 4 ) 11/21/2021 C 2,000 ( 4 ) ( 4 ) Common Stock 2,000 $ 0 0 I By Daughter's Trust Stock Option (Right to Buy) $ 7.77 11/22/2021 J( 5 ) 150,000 ( 9 ) 12/04/2029 Common Stock 150,000 $ 0 0 D Stock Option (Right to Buy) $ 7.77 11/22/2021 J( 5 ) 150,000 ( 9 ) 12/04/2029 Class A Common Stock 150,000 $ 0 150,000 D Stock Option (Right to Buy) $ 7.77 11/22/2021 J( 5 ) 30,000 ( 10 ) 12/04/2029 Common Stock 30,000 $ 0 0 D Stock Option (Right to Buy) $ 7.77 11/22/2021 J( 5 ) 30,000 ( 10 ) 12/04/2029 Class A Common Stock 30,000 $ 0 30,000 D Stock Option (Right to Buy) $ 4.78 11/22/2021 J( 5 ) 81,250 ( 8 ) 06/29/2030 Common Stock 81,250 $ 0 0 D Stock Option (Right to Buy) $ 4.78 11/22/2021 J( 5 ) 81,250 ( 8 ) 06/29/2030 Class A Common Stock 81,250 $ 0 81,250 D Stock Option (Right to Buy) $ 10.76 11/22/2021 J( 5 ) 250,000 ( 7 ) 06/15/2031 Common Stock 250,000 $ 0 0 D Stock Option (Right to Buy) $ 10.76 11/22/2021 J( 5 ) 250,000 ( 7 ) 06/15/2031 Class A Common Stock 250,000 $ 0 250,000 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 11/23/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021. ( 2 )The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021. ( 3 )Represents restricted stock units ("RSUs") that are subject to both a time based vesting requirement and a liquidity event vesting requirement. The liquidity event vesting requirement was met upon the consummation of the initial public offering of the Issuer's Class A Common Stock (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. ( 4 )The shares of 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 the shares of Series C Preferred Stock and Series G Preferred Stock automatically converted into shares of Common Stock in connection with 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 )Includes 200,000 shares subject to RSUs. ( 7 )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. ( 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 )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. ( 10 )Fully vested.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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