Form 4 for SG Sweetgreen, Inc.
Accepted 2021-11-23 00:00:00 ET · period of report 2021-06-16 · accession 0001209191-21-066576 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2021-11-23 | 2021-07-30 | SG | Reback Mitch | CFO | G - Gift | $0.00 | +250.0K | 125.0K | New | $0 |
| DM | 2021-11-23 | 2021-07-30 | SG | Reback Mitch | CFO | G - Gift | $0.00 | -250.0K | 522.8K | -32% | $0 |
| D | 2021-11-23 | 2021-10-24 | SG | Reback Mitch | CFO | A - Grant | $0.00 | -200.0K | 597.8K | -25% | $0 |
| DMI | 2021-11-23 | 2021-11-21 | SG | Reback Mitch | CFO | C - Cnv Deriv | — | +75.8K | 7,437 | New | — |
| DMI | 2021-11-23 | 2021-11-21+ | SG | Reback Mitch | CFO | J - Other | — | 0 | 125.0K | New | — |
| DM | 2021-11-23 | 2021-11-22 | SG | Reback Mitch | CFO | J - Other | — | -1.20M | 597.8K | -67% | — |
| D | 2021-11-23 | 2021-06-28 | SG | Reback Mitch | CFO | M - OptEx | $4.78 | +68.8K | 647.8K | +12% | +$328.6K |
| D | 2021-11-23 | 2021-06-16 | SG | Reback Mitch | CFO | A - Grant | $0.00 | +250.0K | 250.0K | New | $0 |
| D | 2021-11-23 | 2021-06-28 | SG | Reback Mitch | CFO | M - OptEx | $0.00 | -68.8K | 81.2K | -46% | $0 |
| DMI | 2021-11-23 | 2021-11-21 | SG | Reback Mitch | CFO | C - Cnv Deriv | $0.00 | -75.8K | 0 | -100% | $0 |
| DM | 2021-11-23 | 2021-11-22 | SG | Reback Mitch | CFO | J - Other | $0.00 | 0 | 250.0K | New | $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 | 2021-07-30 | G | A | 125,000 | $0.00 | 125,000 | I By Family Trust | — | — | |
| 2 | Common | Common Stock | 2021-07-30 | G | D | 125,000 | $0.00 | 397,750 | D By Family Trust | — | — | |
| 3 | Common | Common Stock | 2021-07-30 | G | A | 125,000 | $0.00 | 125,000 | I By Family Trust | — | — | |
| 4 | Common | Common Stock | 2021-10-24 | A | D | 200,000 | $0.00 | 597,750 | D By Daughter's Trust | — | — | (F3) 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. |
| 5 | Common | Common Stock | 2021-11-21 | C | A | 70,909 | — | 78,409 | I By Daughter's Trust | — | — | (F4) 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. |
| 6 | Common | Common Stock | 2021-11-22 | J | D | 78,409 | — | 0 | I By Daughter's Trust | — | — | (F5) Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. |
| 7 | Common | Class A Common Stock | 2021-11-22 | J | A | 78,409 | — | 78,409 | 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. (F1) The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021. |
| 8 | Common | Common Stock | 2021-11-21 | C | A | 4,937 | — | 7,437 | I See footnote | — | — | (F4) 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. (F1) The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021. |
| 9 | Common | Common Stock | 2021-11-22 | J | D | 7,437 | — | 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 Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021. |
| 10 | Common | Class A Common Stock | 2021-11-22 | J | A | 7,437 | — | 7,437 | 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 Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021. |
| 11 | Common | Common Stock | 2021-11-22 | J | D | 125,000 | — | 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. |
| 12 | Common | Class A Common Stock | 2021-11-22 | J | A | 125,000 | — | 125,000 | 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. |
| 13 | Common | Common Stock | 2021-11-22 | J | D | 125,000 | — | 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. |
| 14 | Common | Class A Common Stock | 2021-11-21 | J | A | 125,000 | — | 125,000 | 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. |
| 15 | Common | Common Stock | 2021-11-22 | J | D | 597,750 | — | 0 | D | — | — | (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 | D | 597,750 | — | 597,750 | D | — | — | (F5) Each share of Common Stock was reclassified into one share of Class A Common Stock immediately prior to the completion of the IPO. (F6) Includes 200,000 shares subject to RSUs. |
| 17 | Common | Common Stock | 2021-06-28 | M | A | 68,750 | $4.78 | 647,750 | D See footnote | — | — | (F1) The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021. |
| 18 | Common | Common Stock | 2021-07-30 | G | D | 125,000 | $0.00 | 522,750 | D See footnote | — | — | (F2) The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021. |
| 19 | Derivative | Stock Option (Right to Buy) | 2021-06-16 | A | A | 250,000 | $0.00 | 250,000 | D By Family Trust | $10.76 · — to 2031-06-15 | 250,000 Common Stock | (F7) 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. |
| 20 | Derivative | Stock Option (Right to Buy) | 2021-06-28 | M | D | 68,750 | $0.00 | 81,250 | D By Daughter's Trust | $4.78 · — to 2030-06-29 | 68,750 Common Stock | (F8) 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. |
| 21 | Derivative | Series C Preferred Stock | 2021-11-21 | C | D | 30,909 | $0.00 | 0 | I By Family Trust | — · — to — | 30,909 Common Stock | (F4) 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. |
| 22 | Derivative | Series C Preferred Stock | 2021-11-21 | C | D | 2,937 | $0.00 | 0 | I By Daughter's Trust | — · — to — | 2,937 Common Stock | (F4) 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. |
| 23 | Derivative | Series G Preferred Stock | 2021-11-21 | C | D | 40,000 | $0.00 | 0 | I | — · — to — | 40,000 Common Stock | (F4) 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. |
| 24 | Derivative | Series G Preferred Stock | 2021-11-21 | C | D | 2,000 | $0.00 | 0 | I | — · — to — | 2,000 Common Stock | (F4) 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. |
| 25 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | D | 150,000 | $0.00 | 0 | D | $7.77 · — to 2029-12-04 | 150,000 Common Stock | (F9) 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. |
| 26 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | A | 150,000 | $0.00 | 150,000 | D | $7.77 · — to 2029-12-04 | 150,000 Class A Common Stock | (F9) 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. |
| 27 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | D | 30,000 | $0.00 | 0 | D | $7.77 · — to 2029-12-04 | 30,000 Common Stock | (F10) Fully vested. |
| 28 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | A | 30,000 | $0.00 | 30,000 | D | $7.77 · — to 2029-12-04 | 30,000 Class A Common Stock | (F10) Fully vested. |
| 29 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | D | 81,250 | $0.00 | 0 | D | $4.78 · — to 2030-06-29 | 81,250 Common Stock | (F8) 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. |
| 30 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | A | 81,250 | $0.00 | 81,250 | D | $4.78 · — to 2030-06-29 | 81,250 Class A Common Stock | (F8) 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. |
| 31 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | D | 250,000 | $0.00 | 0 | D | $10.76 · — to 2031-06-15 | 250,000 Common Stock | (F7) 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. |
| 32 | Derivative | Stock Option (Right to Buy) | 2021-11-22 | J | A | 250,000 | $0.00 | 250,000 | D | $10.76 · — to 2031-06-15 | 250,000 Class A Common Stock | (F7) 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. |