Form 4 - Statement of changes in beneficial ownership of securities

SEC Form 4 
   

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Neman Jonathan (Last) (First) (Middle) C/O SWEETGREEN, INC. 3102 36TH STREET (Street) LOS ANGELES CA 90018 (City) (State) (Zip)	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
	3. Date of Earliest Transaction (Month/Day/Year) 11/06/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
Class A Common Stock	11/06/2024		C		16,750	A	$0(1)	16,750	I	See footnote(2)
Class A Common Stock	11/06/2024		S		16,750(3)	D	$40.03(4)	0	I	See footnote(2)
Class A Common Stock	11/06/2024		M		20,937	A	$0.96	1,951,165(5)	D
Class A Common Stock	11/06/2024		S		20,937(3)	D	$40.03(4)	1,930,228(5)	D
Class A Common Stock								943,991	I	See footnote(6)
Class A Common Stock								50,000	I	By spouse

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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
Class B Common Stock	(1)	11/06/2024		C			16,750	(1)	(1)	Class A Common Stock	16,750	$0	3,654,066	I	See footnote(2)
Stock Option (Right to Buy)	$0.96	11/06/2024		M			20,937	(7)	12/08/2024	Class A Common Stock	20,937	$0	56,550	D
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	177,040		177,040	I	See footnote(8)
Class B Common Stock	(1)							(1)	(1)	Class A Common Stock	500,000		500,000	I	See footnote(9)

Explanation of Responses:

1. 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.

2. The shares are held by Jonathan Neman Revocable Trust U/T/A dated October 7, 2016.

3. The shares were sold pursuant to a 10b5-1 plan dated June 10, 2024.

4. The price reported in column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $40.00 to $40.25. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

5. Includes 1,800,000 shares subject to restricted stock units that vest over time and if and to the extent the issuer's stock price reaches specified levels.

6. The shares are held by the JDRB Trust.

7. Fully vested.

8. The shares are held by Nicolas H. Jammet, as Trustee of the Jonathan Neman 2014 GRAT.

9. The shares are held by the Neman Descendants Trust U/T/A dated September 3, 2021.

	/s/ Ashley Van, Attorney-in-Fact	11/07/2024
	** Signature of Reporting Person	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.

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