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1.
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Names of Reporting Persons
Nathaniel Ru
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a)
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(b)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
6,575,055 shares (See Item 4 herein)
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6.
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Shared Voting Power
0
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7.
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Sole Dispositive Power
6,575,055 shares (see Item 4 herein)
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8.
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Shared Dispositive Power
0
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
6,575,055 shares (See Item 4 herein)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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11.
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Percent of Class Represented by Amount in Row 9
5.90% of Common Stock (6.42% of Class A Common Stock)(See Item 4 herein)
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12.
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Type of Reporting Person (see instructions)
IN
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1.
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Names of Reporting Persons
Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a)
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(b)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
3,813,135 shares (see Item 4 herein)
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6.
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Shared Voting Power
0 (See Item 4 herein)
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7.
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Sole Dispositive Power
3,813,135 shares (see Item 4 herein)
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8.
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Shared Dispositive Power
0 (See Item 4 herein)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,813,135 shares (See Item 4 herein)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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11.
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Percent of Class Represented by Amount in Row 9
3.49% of Common Stock (3.83% of Class A Common Stock)(See Item 4 herein)
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12.
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Type of Reporting Person (see instructions)
OO
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1.
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Names of Reporting Persons
Nathaniel Ru 2014 GRAT
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a)
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(b)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
181,886 shares (See Item 4 herein)
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6.
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Shared Voting Power
0 (See Item 4 herein)
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7.
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Sole Dispositive Power
181,886 shares (See Item 4 herein)
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8.
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Shared Dispositive Power
0 (See Item 4 herein)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
181,866 shares (See Item 4 herein)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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11.
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Percent of Class Represented by Amount in Row 9
0.17% of Common Stock (0.19% of Class A Common Stock)(See Item 4 herein)
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12.
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Type of Reporting Person (see instructions)
OO
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1.
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Names of Reporting Persons
Ru Descendants Trust U/T/A dated September 17, 2021
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2.
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Check the Appropriate Box if a Member of a Group (see instructions)
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(a)
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(b)
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3.
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SEC USE ONLY
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4.
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Citizenship or Place of Organization
USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:
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5.
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Sole Voting Power
400,000 shares (See Item 4 herein)
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6.
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Shared Voting Power
0 (See Item 4 herein)
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7.
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Sole Dispositive Power
400,000 shares (See Item 4 herein)
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8.
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Shared Dispositive Power
0 (see Item 4 herein)
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
400,000 shares (See Item 4 herein)
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions)
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11.
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Percent of Class Represented by Amount in Row 9
0.37% of Common Stock (0.42% of Class A Common Stock)(See Item 4 herein)
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12.
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Type of Reporting Person (see instructions)
OO
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Item 1(a).
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Name of Issuer: Sweetgreen, Inc.
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Item 1(b).
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Address of Issuer’s Principal Executive Offices: 3101 W. Exposition Blvd., Los Angeles, CA 90018
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Item 2(a).
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Name of Person Filing:
Nathaniel Ru
Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016 (“Revocable Trust”)
Nathaniel Espinoza Ru 2014 GRAT (“2014 GRAT”)
Ru Descendants Trust U/T/A dated September 17, 2021 (“Descendants Trust”)
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Item 2(b).
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Address of Principal Business Office or, if none, Residence: The address and principal business office of the Reporting Person is:
c/o Sweetgreen, Inc.
3101 W. Exposition Blvd.
Los Angeles, CA 90018
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Item 2(c).
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Citizenship:
Nathaniel Ru US Citizen
Revocable Trust California
2014 GRAT District of Columbia
Descendants Trust Delaware
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Item 2(d).
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Title of Class of Securities: Class A Common Stock
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Item 2(e).
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CUSIP Number: 87043Q108
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Item 3.
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If this statement is filed pursuant to §§240.13d-1(b), or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
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(b)
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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Insurance company as defined in section 3(a)19) of the Act (15 U.S.C. 78c);
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(d)
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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A non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J);
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(k)
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Group, in accordance with §240.13d–1(b)(1)(ii)(K).
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If filing as a non-U.S. institution in accordance with §240.13d–1(b)(1)(ii)(J), please specify the type of institution: ____
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Item 4. Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the Issuer identified in Item 1.
(a)Amount Beneficially Owned:
Includes 3,813,135 shares of Class B Common Stock held by the Revocable Trust, 181,886 shares of Class B Common Stock held by the 2014 GRAT, 400,000 shares of Class B Common Stock held by the Descendants Trust and 2,180,034 shares of Class A Common Stock issuable pursuant to stock options exercisable within 60 days of December 31, 2021. The Class B Common Stock is convertible at the holder’s option into the Issuer’s Class A Common Stock on a 1-for-1 basis. The holders of Class B Common Stock are entitled to ten votes per shares and the holder of Class A Common Stock are entitled to one vote per share.
(b)Percent of Class:
Based on (i) 95,871,894 shares of the Issuer’s Class A Common Stock issued and outstanding and (ii) 13,477,303 shares of the Issuer’s Class B Common Stock (together with the Class A Common Stock, the “Common Stock”) issued and outstanding, in each case, as of December 31, 2021, and the information set forth in (a) above, Nathaniel Ru beneficially owned 5.90% of the Issuer’s outstanding Common Stock, representing 19.81% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 6.42% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by Mr. Ru as converted to Class A Common Stock for purposes of computing this percentage), the Revocable Trust beneficially owned 3.49% of the Issuer’s outstanding Common Stock, representing 16.53% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 3.83% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the Revocable Trust as converted to Class A Common Stock for purposes of computing this percentage), the 2014 GRAT beneficially owned 0.17% of the Issuer’s outstanding Common Stock, representing 0.79% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 0.19% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the 2014 GRAT as converted to Class A Common Stock for purposes of computing this percentage) and the Descendants Trust beneficially owned 0.37% of the Issuer’s outstanding Common Stock, representing 1.73% of the total voting power of the Issuer’s outstanding Common Stock, and beneficially owned 0.42% of the Issuer’s Class A Common Stock (treating only those shares of Class B Common Stock beneficially owned by the Descendants Trust as converted to Class A Common Stock for purposes of computing this percentage).
(c)Number of shares as to which the person has:
(i)Sole power to vote or to direct the vote:
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Nathaniel Ru
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6,575,055(1)
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Revocable Trust
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3,813,135
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2014 GRAT
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181,886
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Descendants Trust
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400,000
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(ii)Shared power to vote or to direct the vote:
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Nathaniel Ru
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—
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Revocable Trust
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—
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2014 GRAT
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—
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Descendants Trust
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—
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(iii)Sole power to dispose or to direct the disposition of:
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Nathaniel Ru
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6,575,055(1)
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Revocable Trust
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3,813,135
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2014 GRAT
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181,886
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Descendants Trust
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400,000
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(iv)Shared power to dispose or to direct the disposition of:
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Nathaniel Ru
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—
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Revocable Trust
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—
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2014 GRAT
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—
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Descendants Trust
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—
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(1) Includes 2,180,034 shares of Class A Common Stock issuable pursuant to stock options exercisable within 560 days of December 31, 2021.
Item 5.Ownership of 5 Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following .
Item 6.Ownership of More than 5 Percent on Behalf of Another Person
Not applicable.
Item 7.Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
Not applicable.
Item 8.Identification and Classification of Members of the Group
Not applicable.
Item 9.Notice of Dissolution of a Group
Not applicable.
Item 10.Certification
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2022
__/s/ Nathaniel Ru
Nathaniel Ru
Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016
__/s/ Nathaniel Ru
By: Nathaniel Ru, Trustee
Nathaniel Espinoza Ru 2014 GRAT
__/s/ Jonathan Neman _____
By: Jonathan Neman, Trustee
Ru Descendants Trust U/T/A Dated
September 17, 2021; J.P. Morgan
Trust Company of Delaware, Trustee
By: _/s/ Troy Ferri_______________
Name: JP Morgan Trust Company of Delaware
Title: Trustee
Its: Vice President
EXHIBITS
A: Joint Filing Agreement
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of Sweetgreen, Inc. and further agree that this agreement be included as an exhibit to such filing. Each party to the agreement expressly authorizes each other party to file on its behalf any and all amendments to such statement. Each party to this agreement agrees that this joint filing agreement may be signed in counterparts.
In evidence whereof, the undersigned have caused this Agreement to be executed on their behalf this 14th day of February 2022.
_/s/ Nathaniel Ru ____
Nathaniel Ru
Nathaniel Ru Revocable Trust U/T/A dated October 7, 2016
_/s/ Nathaniel Ru ____
By: Nathaniel Ru, Trustee
Nathaniel Espinoza Ru 2014 GRAT
_/s/ Jonathan Neman _______
By: Jonathan Neman, Trustee
Ru Descendants Trust U/T/A Dated
September 17, 2021; J.P. Morgan
Trust Company of Delaware, Trustee
By: _/s/ Troy Ferri
Name: JP Morgan Trust Company of Delaware
Title: Trustee
Its: Vice President