Form 4 for SG Sweetgreen, Inc.
Accepted 2021-11-23 00:00:00 ET · period of report 2021-06-16 · accession 0001209191-21-066573 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2021-11-23 | 2021-09-23 | SG | Ru Nathaniel | Chief Brand Off, Dir | M - OptEx | $1.44 | +337.8K | 918.0K | +58% | +$486.7K |
| D | 2021-11-23 | 2021-09-29 | SG | Ru Nathaniel | Chief Brand Off, Dir | G - Gift | $0.00 | -1.06M | 0 | -100% | $0 |
| DMI | 2021-11-23 | 2021-09-17+ | SG | Ru Nathaniel | Chief Brand Off, Dir | G - Gift | $0.00 | +1.06M | 2.75M | +63% | $0 |
| D | 2021-11-23 | 2021-10-24 | SG | Ru Nathaniel | Chief Brand Off, Dir | A - Grant | $0.00 | -2.10M | 2.10M | -50% | $0 |
| DI | 2021-11-23 | 2021-11-21 | SG | Ru Nathaniel | Chief Brand Off, Dir | C - Cnv Deriv | — | +155 | 3.81M | +0.0% | — |
| DMI | 2021-11-23 | 2021-11-22 | SG | Ru Nathaniel | Chief Brand Off, Dir | J - Other | — | -4.40M | 0 | -100% | — |
| DM | 2021-11-23 | 2021-11-22 | SG | Ru Nathaniel | Chief Brand Off, Dir | J - Other | — | 0 | 2.10M | New | — |
| DM | 2021-11-23 | 2021-09-23 | SG | Ru Nathaniel | Chief Brand Off, Dir | M - OptEx | $0.00 | -337.8K | 0 | -100% | $0 |
| DMI | 2021-11-23 | 2021-11-22 | SG | Ru Nathaniel | Chief Brand Off, Dir | J - Other | $0.00 | +4.40M | 3.81M | New | $0 |
| DM | 2021-11-23 | 2021-11-22 | SG | Ru Nathaniel | Chief Brand Off, Dir | J - Other | $0.00 | 0 | 830.0K | New | $0 |
| D | 2021-11-23 | 2021-06-16 | SG | Ru Nathaniel | Chief Brand Off, Dir | A - Grant | $0.00 | +830.0K | 830.0K | New | $0 |
| DI | 2021-11-23 | 2021-11-21 | SG | Ru Nathaniel | Chief Brand Off, Dir | C - Cnv Deriv | $0.00 | -155 | 0 | -100% | $0 |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Common Stock | 2021-09-23 | M | A | 17,077 | $3.14 | 1,060,035 | D See footnote | — | — | (F1) The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016. |
| 2 | Common | Common Stock | 2021-09-29 | G | D | 1,060,035 | $0.00 | 0 | D See footnote | — | — | (F1) The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016. |
| 3 | Common | Common Stock | 2021-09-29 | G | A | 1,060,035 | $0.00 | 3,812,980 | I See footnote | — | — | (F1) The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016. |
| 4 | Common | Common Stock | 2021-10-24 | A | D | 2,100,000 | $0.00 | 2,100,000 | D See footnote | — | — | (F3) Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels. (F2) The shares are held by the Ru Descendants Trust U/T/A dated September 17, 2021. |
| 5 | Common | Common Stock | 2021-11-21 | C | A | 155 | — | 3,813,135 | I See footnote | — | — | (F4) The shares of Series A 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 A 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"). (F2) The shares are held by the Ru Descendants Trust U/T/A dated September 17, 2021. |
| 6 | Common | Common Stock | 2021-11-22 | J | D | 3,813,135 | — | 0 | I See footnote | — | — | (F5) Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. (F2) The shares are held by the Ru Descendants Trust U/T/A dated September 17, 2021. |
| 7 | Common | Class A Common Stock | 2021-11-22 | J | A | 3,813,135 | — | 3,813,135 | I See footnote | — | — | (F5) Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. (F7) The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT. |
| 8 | Common | Class A Common Stock | 2021-11-22 | J | D | 3,813,135 | — | 0 | I See footnote | — | — | (F6) Each share of Class A Common Stock was exchanged for one share of Class B Common Stock effective upon the completion of the IPO. (F7) The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT. |
| 9 | Common | Common Stock | 2021-11-22 | J | D | 400,000 | — | 0 | I See footnote | — | — | (F5) Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. (F7) The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT. |
| 10 | Common | Class A Common Stock | 2021-11-22 | J | A | 400,000 | — | 400,000 | I | — | — | (F5) Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. |
| 11 | Common | Class A Common Stock | 2021-11-22 | J | D | 400,000 | — | 0 | I | — | — | (F6) Each share of Class A Common Stock was exchanged for one share of Class B Common Stock effective upon the completion of the IPO. |
| 12 | Common | Common Stock | 2021-11-22 | J | D | 181,886 | — | 0 | I | — | — | (F5) Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. |
| 13 | Common | Class A Common Stock | 2021-11-22 | J | A | 181,886 | — | 181,886 | I | — | — | (F5) Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. |
| 14 | Common | Class A Common Stock | 2021-11-22 | J | D | 181,886 | — | 0 | I | — | — | (F6) Each share of Class A Common Stock was exchanged for one share of Class B Common Stock effective upon the completion of the IPO. |
| 15 | Common | Common Stock | 2021-11-22 | J | D | 2,100,000 | — | 0 | D | — | — | (F3) Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels. (F5) Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. |
| 16 | Common | Class A Common Stock | 2021-11-22 | J | A | 2,100,000 | — | 2,100,000 | D | — | — | (F3) Represents restricted stock units that vest if and to the extent the issuer's stock price reaches specified levels. (F5) Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. |
| 17 | Common | Common Stock | 2021-09-23 | M | A | 125,000 | $2.40 | 1,042,958 | D See footnote | — | — | (F1) The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016. |
| 18 | Common | Common Stock | 2021-09-23 | M | A | 195,745 | $0.68 | 917,958 | D See footnote | — | — | (F1) The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016. |
| 19 | Common | Common Stock | 2021-09-17 | G | A | 400,000 | $0.00 | 400,000 | I See footnote | — | — | (F2) The shares are held by the Ru Descendants Trust U/T/A dated September 17, 2021. |
| 20 | Common | Common Stock | 2021-09-17 | G | D | 400,000 | $0.00 | 2,752,945 | I See footnote | — | — | (F1) The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016. |
| 21 | Derivative | Stock Option (right to Buy) | 2021-09-23 | M | D | 17,077 | $0.00 | 14,173 | D See footnote | $3.14 · — to 2027-03-13 | 17,077 Common Stock | (F7) The shares are held by Jonathan Neman, as Trustee of the Nathaniel Espinoza Ru 2014 GRAT. (F9) Fully vested. |
| 22 | Derivative | Class B Common Stock | 2021-11-22 | J | A | 400,000 | $0.00 | 400,000 | I | — · — to — | 400,000 Class A Common Stock | (F10) 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. (F11) 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. |
| 23 | Derivative | Class B Common Stock | 2021-11-22 | J | A | 181,886 | $0.00 | 181,886 | I | — · — to — | 181,886 Class A Common Stock | (F10) 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. (F11) 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. |
| 24 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | D | 275,000 | $0.00 | 0 | D | $0.96 · — to 2024-12-08 | 275,000 Common Stock | (F9) Fully vested. |
| 25 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | A | 275,000 | $0.00 | 275,000 | D | $0.96 · — to 2024-12-08 | 275,000 Class A Common Stock | (F9) Fully vested. |
| 26 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | D | 14,173 | $0.00 | 0 | D | $3.14 · — to 2027-03-13 | 14,173 Common Stock | (F9) Fully vested. |
| 27 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | A | 14,173 | $0.00 | 14,173 | D | $3.14 · — to 2027-03-13 | 14,173 Class A Common Stock | (F9) Fully vested. |
| 28 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | D | 1,200,000 | $0.00 | 0 | D | $3.73 · — to 2028-08-27 | 1,200,000 Common Stock | (F9) Fully vested. |
| 29 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | A | 1,200,000 | $0.00 | 1,200,000 | D | $3.73 · — to 2028-08-27 | 1,200,000 Class A Common Stock | (F9) Fully vested. |
| 30 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | D | 200,000 | $0.00 | 0 | D | $7.77 · — to 2029-12-04 | 200,000 Common Stock | (F9) Fully vested. |
| 31 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | A | 200,000 | $0.00 | 200,000 | D | $7.77 · — to 2029-12-04 | 200,000 Class A Common Stock | (F9) Fully vested. |
| 32 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | D | 248,778 | $0.00 | 0 | D | $7.77 · — to 2029-12-04 | 248,778 Common Stock | (F12) The shares subject to the option are immediately exercisable. 25% of the shares subject to the original option vested on January 1, 2020, 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. |
| 33 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | A | 248,778 | $0.00 | 248,778 | D | $7.77 · — to 2029-12-04 | 248,778 Class A Common Stock | (F12) The shares subject to the option are immediately exercisable. 25% of the shares subject to the original option vested on January 1, 2020, 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. |
| 34 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | D | 830,000 | $0.00 | 0 | D | $10.76 · — to 2031-06-15 | 830,000 Common Stock | (F8) 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. |
| 35 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | A | 830,000 | $0.00 | 830,000 | D | $10.76 · — to 2031-06-15 | 830,000 Class A Common Stock | (F8) 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. |
| 36 | Derivative | Stock Option (Right to Buy) | 2021-06-16 | A | A | 830,000 | $0.00 | 830,000 | D See footnote | $10.76 · — to 2031-06-15 | 830,000 Common Stock | (F1) The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016. (F8) 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. |
| 37 | Derivative | Stock Option (Right to Buy) | 2021-09-23 | M | D | 195,745 | $0.00 | 0 | D See footnote | $0.68 · — to 2024-05-01 | 195,745 Common Stock | (F1) The shares are held by Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016. (F9) Fully vested. |
| 38 | Derivative | Stock Option (Right to Buy) | 2021-09-23 | M | D | 125,000 | $0.00 | 0 | D See footnote | $2.40 · — to 2026-03-18 | 125,000 Common Stock | (F2) The shares are held by the Ru Descendants Trust U/T/A dated September 17, 2021. (F9) Fully vested. |
| 39 | Derivative | Series A Preferred Stock | 2021-11-21 | C | D | 155 | $0.00 | 0 | I | — · — to — | 155 Common Stock | (F4) The shares of Series A 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 A 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"). |
| 40 | Derivative | Class B Common Stock | 2021-11-22 | J | A | 3,813,135 | $0.00 | 3,813,135 | I | — · — to — | 3,813,135 Class A Common Stock | (F10) 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. (F11) 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. |