Sec Form 4 Filing - Artal International S.C.A. @ CAVA GROUP, INC. - 2023-06-20

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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
Artal International S.C.A.
2. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
VALLEY PARK, 44,, RUE DE LA VALLEE
3. Date of Earliest Transaction (MM/DD/YY)
06/20/2023
(Street)
LUXEMBOURG, N4L-2661
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 06/20/2023 M 1,568,865 A 1,568,865 D ( 7 ) ( 8 )
Common Stock 06/20/2023 M 3,486,366 A 5,055,231 D ( 7 ) ( 8 )
Common Stock 06/20/2023 M 1,845,864 A 6,901,095 D ( 7 ) ( 8 )
Common Stock 06/20/2023 M 861,339 A 7,762,434 D ( 7 ) ( 8 )
Common Stock 06/20/2023 M 22,252,464 A 30,014,898 D ( 7 ) ( 8 )
Common Stock 06/20/2023 M 1,993,092 A 32,007,990 D ( 7 ) ( 8 )
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 ( 1 ) 06/20/2023 M 1,568,865 ( 1 ) ( 1 ) Common Stock 1,568,865 $ 0 0 D ( 7 ) ( 8 )
Series B Preferred Stock ( 2 ) 06/20/2023 M 3,486,366 ( 2 ) ( 2 ) Common Stock 3,486,366 $ 0 0 D ( 7 ) ( 8 )
Series C Preferred Stock ( 3 ) 06/20/2023 M 1,845,864 ( 3 ) ( 3 ) Common Stock 1,845,864 $ 0 0 D ( 7 ) ( 8 )
Series D Preferred Stock ( 4 ) 06/20/2023 M 861,339 ( 4 ) ( 4 ) Common Stock 861,339 $ 0 0 D ( 7 ) ( 8 )
Series E Preferred Stock ( 5 ) 06/20/2023 M 22,252,464 ( 5 ) ( 5 ) Common Stock 22,252,464 $ 0 0 D ( 7 ) ( 8 )
Series F Preferred Stock ( 6 ) 06/20/2023 M 1,993,092 ( 6 ) ( 6 ) Common Stock 1,993,092 $ 0 0 D ( 7 ) ( 8 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Artal International S.C.A.
VALLEY PARK, 44,
RUE DE LA VALLEE
LUXEMBOURG, N4L-2661
X X
Artal International Management S.A.
VALLEY PARK, 44,
RUE DE LA VALLEE
LUXEMBOURG, N4L-2661
X X
Artal Group S.A.
VALLEY PARK, 44,
RUE DE LA VALLEE
LUXEMBOURG, N4L-2661
X X
Westend S.A.
VALLEY PARK, 44,
RUE DE LA VALLEE
LUXEMBOURG, N4L-2661
X X
Wittouck Amaury
VALLEY PARK, 44
RUE DE LA VALLEE
LUXEMBOURG, N4L-2661
X X
Stichting Administratiekantoor Westend
CLAUDE DEBUSSYLAAN, 46
1082 MD AMSTERDAM
THE NETHERLANDS, P7
X X
Signatures
Artal International S.C.A., By: Artal International Management S.A., its Managing Partner, By: /s/ Anne Goffard, Managing Director 06/22/2023
Signature of Reporting Person Date
Artal International Management S.A., By: /s/ Anne Goffard, Managing Director 06/22/2023
Signature of Reporting Person Date
Artal Group S.A., By: /s/ Anne Goffard, Authorized Person 06/22/2023
Signature of Reporting Person Date
Westend S.A., By: /s/ Anne Goffard, Managing Director 06/22/2023
Signature of Reporting Person Date
Stichting Administratiekantoor Westend, By: /s/ Amaury Wittouck, Sole Member of the Board 06/22/2023
Signature of Reporting Person Date
/s/ Amaury Wittouck 06/22/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Upon closing of the CAVA Group, Inc. (the "Issuer") initial public offering (the "IPO"), each share of Series A Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of common stock, par value $0.0001 per share (the "Common Stock") on a one for one basis. These shares of Series A Preferred Stock had no expiration date.
( 2 )Upon closing of the Issuer's IPO, each share of Series B Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series B Preferred Stock had no expiration date.
( 3 )Upon closing of the Issuer's IPO, each share of Series C Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of Common Stockon a one for one basis. These shares of Series C Preferred Stock had no expiration date.
( 4 )Upon closing of the Issuer's IPO, each share of Series D Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series D Preferred Stock had no expiration date.
( 5 )Upon closing of the Issuer's IPO, each share of Series E Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series E Preferred Stock had no expiration date.
( 6 )Upon closing of the Issuer's IPO, each share of Series F Preferred Stock beneficially owned by the Reporting Persons automatically converted, for no additional consideration, into shares of Common Stock on a one for one basis. These shares of Series F Preferred Stock had no expiration date.
( 7 )The securities are held directly by Artal International S.C.A. The managing partner of Artal International S.C.A. is Artal International Management S.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend (the "Stichting"). Mr. Amaury Wittouck is the sole member of the board of the Stichting.
( 8 )(Continued from Footnote 7) Each of the Reporting Persons, other than Artal International S.C.A., disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose.

Remarks:
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors by deputization of the Issuer by virtue of their representatives on the Issuer's board of directors.

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).
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