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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Reback Mitch
2. Issuer Name and Ticker or Trading Symbol

Sweetgreen, Inc. [ SG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

C/O SWEETGREEN, INC., 3102 WEST 36TH STREET
3. Date of Earliest Transaction (MM/DD/YYYY)

9/2/2022
(Street)

LOS ANGELES, CA 90018
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 9/2/2022  J(1)  7437 D$0.00 0 I By Daughter's Trust 
Class A Common Stock 9/2/2022  G  V 3200 D$0.00 574025 D  
Class A Common Stock         100468 (2)I See footnote (3)
Class A Common Stock         100468 (2)I See footnote (4)
Class A Common Stock         127473 (2)I By Family Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) Represents a distribution to the beneficiary of a trust pursuant to the terms of the trust.
(2) The reported share numbers reflect separate annuity payments in the amount of 24,532 shares made by each of the IMCR GRAT dtd July 27, 2021 and the MRCR GRAT dtd July 27, 2021 to The Reback-Costin Family Trust.
(3) The shares are held by Donald Spetner, trustee of The IMCR GRAT, dated July 27, 2021.
(4) The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Reback Mitch
C/O SWEETGREEN, INC.
3102 WEST 36TH STREET
LOS ANGELES, CA 90018


Chief Financial Officer

Signatures
/s/ Andrew Glickman, Attorney-in-fact9/7/2022
**Signature of Reporting PersonDate


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 control number.
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