Filing Details

Accession Number:
0001104659-23-021845
Form Type:
13G Filing
Publication Date:
2023-02-13 19:00:00
Filed By:
Revolution Growth Ii, Lp
Company:
Sweetgreen Inc.
Filing Date:
2023-02-14
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Revolution Growth II 0 4,681,141 0 4,681,141 4,681,141 4.8%
Revolution Growth GP II 0 4,681,141 0 4,681,141 4,681,141 4.8%
Revolution Growth UGP II 0 4,681,141 0 4,681,141 4,681,141 4.8%
Steven J. Murray 9,785 4,681,141 9,785 4,681,141 4,690,926 4.8%
Stephen M. Case 239,791 90,035 239,791 4,771,176 5,010,967 5.1%
Theodore J. Leonsis 81,633 0 81,633 4,681,141 4,762,774 4.9%
Filing

 

 

 

     
  UNITED STATES  
  SECURITIES AND EXCHANGE COMMISSION  
  Washington, D.C. 20549  
     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Sweetgreen, Inc.

(Name of Issuer)

 

Class A Common Stock, $0.001 par value per share

(Title of Class of Securities)

 

87043Q108

(CUSIP Number)

 

December 31, 2022

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

CUSIP No. 87043Q108
 
  1.

Names of Reporting Persons

Revolution Growth II, LP

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)
    (b) ☒ (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

Delaware

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.

Sole Voting Power

0

 
6.

Shared Voting Power

4,681,141 shares (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

4,681,141 shares (2)

 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,681,141 shares (2)
 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)

4.8% (3)

 
  12.

Type of Reporting Person (See Instructions)

PN

 

(1)This Schedule 13G is filed by each of Revolution Growth II, LP (“Revolution Growth”), Revolution Growth GP II, LP (“Revolution Growth GP”), Revolution Growth UGP II, LLC (“Revolution Growth UGP”), Steven J. Murray (“Murray”), Stephen M. Case (“Case”) and Theodore J. Leonsis (“Leonsis”) (hereinafter sometimes referred to collectively as the “Reporting Persons”). The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)4,681,141 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth. Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth.
(3)This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 87043Q108
 
  1.

Names of Reporting Persons

Revolution Growth GP II, LP

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)
    (b) ☒ (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

Delaware

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.

Sole Voting Power

0

 
6.

Shared Voting Power

4,681,141 shares (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

4,681,141 shares (2)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,681,141 shares (2)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)

4.8% (3)

 
  12.

Type of Reporting Person (See Instructions)

PN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)4,681,141 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth. Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth. Revolution Growth GP and Revolution Growth UGP may be deemed to beneficially own the shares held by Revolution Growth.
(3)This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 87043Q108
 
  1.

Names of Reporting Persons

Revolution Growth UGP II, LLC

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)
    (b) ☒ (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

Delaware

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.

Sole Voting Power

0

 
6.

Shared Voting Power

4,681,141 shares (2)

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

4,681,141 shares (2)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,681,141 shares (2)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)

4.8% (3)

 
  12.

Type of Reporting Person (See Instructions)

OO

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)4,681,141 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth. Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth. Revolution Growth GP and Revolution Growth UGP may be deemed to beneficially own the shares held by Revolution Growth.
(3)This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 87043Q108
 
  1.

Names of Reporting Persons

Steven J. Murray

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)
    (b) ☒ (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

United States

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.

Sole Voting Power

9,785 shares

 
6.

Shared Voting Power

4,681,141 shares (2)

 
7.

Sole Dispositive Power

9,785 shares

 
8.

Shared Dispositive Power

4,681,141 shares (2)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,690,926 shares (2)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)

4.8% (3)

 
  12.

Type of Reporting Person (See Instructions)

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)4,681,141 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth. Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth. Each of the Reporting Persons may be deemed to beneficially own the shares held by Revolution Growth. Murray, Case and Leonsis may be deemed to beneficially own the shares held by Revolution Growth.
(3)This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 87043Q108
 
  1.

Names of Reporting Persons

Stephen M. Case

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)
    (b) ☒ (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

United States

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.

Sole Voting Power

239,791 shares (2)

 
6.

Shared Voting Power

90,035 shares (3)

 
7.

Sole Dispositive Power

239,791 shares (2)

 
8.

Shared Dispositive Power

4,771,176 (3)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

5,010,967 shares (2) (3)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)

5.1% (4)

 
  12.

Type of Reporting Person (See Instructions)

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes 239,791 shares of the Issuer’s Class A Common Stock held by a family trust of which Case is the trustee.
(3)4,681,141 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 73,250 shares are held by TF Group Holdings LLC (“TF”) and 16,785 shares are held by Grove Farm Company, Inc. (“Grove”). Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth. Murray, Case and Leonsis may be deemed to beneficially own the shares held by Revolution Growth. Case may be deemed to share voting and dispositive power with TF and Grove and beneficially own the shares held by TF and Grove.
(4)This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

CUSIP No. 87043Q108
 
  1.

Names of Reporting Persons

Theodore J. Leonsis

 
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)
    (b) ☒ (1)
 
  3. SEC Use Only
 
  4.

Citizenship or Place of Organization

United States

     
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.

Sole Voting Power

81,633 shares (2)

 
6.

Shared Voting Power

0 shares (3)

 
7.

Sole Dispositive Power

81,633 shares (2)

 
8.

Shared Dispositive Power

4,681,141 (3)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

4,762,774 shares (2)(3)

 
  10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o
 
  11.

Percent of Class Represented by Amount in Row (9)

4.9% (4)

 
  12.

Type of Reporting Person (See Instructions)

IN

 

(1)This Schedule 13G is filed by the Reporting Persons. The Reporting Persons expressly disclaim status as a “group” for purposes of this Schedule 13G.
(2)Includes 81,633 shares of the Issuer’s Class A Common Stock held by a family trust of which Leonsis is the trustee.
(3)4,681,141 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth. Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth. Murray, Case and Leonsis may be deemed to beneficially own the shares held by Revolution Growth.
(4)This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

 

 

 

 

Item 1.
  (a)

Name of Issuer

 

Sweetgreen, Inc. (the “Issuer”)

  (b)

Address of Issuer’s Principal Executive Offices

 

3101 W. Exposition Blvd.

Los Angeles, CA 90018

Item 2.
  (a)

Name of Person Filing

 

Revolution Growth II, LP (“Revolution Growth”)

Revolution Growth GP II, LP (“Revolution Growth GP”)

Revolution Growth UGP II, LLC (“Revolution Growth UGP”)

Steven J. Murray (“Murray”)

Stephen M. Case (“Case”)

Theodore J. Leonsis (“Leonsis”)

 

See attached Exhibit A, which is a copy of their agreement in writing to file this statement on behalf of each of them.

 

Revolution Growth GP is the general partner of Revolution Growth. Revolution Growth UGP is the general partner of Revolution Growth GP. Murray, as the operating manager of Revolution Growth UGP has voting power with respect to the shares held by Revolution Growth. Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth. Revolution Growth GP, Revolution Growth UGP, Murray, Case and Leonsis may be deemed to beneficially own the shares held by Revolution Growth. Case may be deemed to share voting and dispositive power with TF and Grove and beneficially own the shares held by TF and Grove.

  (b)

Address of Principal Business Office or, if none, Residence

 

 

The business address for each of Revolution Growth, Revolution Growth GP, Revolution Growth UGP, Murray, Case and Leonsis is 1717 Rhode Island Avenue NW, 10th Floor, Washington, DC 20036.

  (c) Citizenship    
         
    Entities:    
    Revolution Growth   - Delaware
    Revolution Growth GP   - Delaware
    Revolution Growth UGP   - Delaware
         
    Individuals:    
    Murray - United States of America
    Case - United States of America
    Leonsis - United States of America
  (d)

Title of Class of Securities

 

Class A Common Stock, $0.001 par value (“Common Stock”)

  (e)

CUSIP Number

 

87043Q108

 
Item 3. 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:
  Not applicable

 

 

 

 

Item 4. Ownership
The following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1 is provided as of December 31, 2022:

 

Reporting Persons 

Shares Held

Directly

  

Sole

Voting

Power

  

Shared

Voting

Power

  

Sole

Dispositive

Power

  

Shared

Dispositive

Power

  

Beneficial

Ownership

  

Percentage

of Class (4)

 
Revolution Growth (1)   4,681,141    0    4,681,141    0    4,681,141    4,681,141    4.8%
Revolution Growth GP (1)   0    0    4,681,141    0    4,681,141    4,681,141    4.8%
Revolution Growth UGP (1)   0    0    4,681,141    0    4,681,141    4,681,141    4.8%
Murray (1)   9,785    9,785    4,681,141    9,785    4,681,141    4,690,926    4.8%
Case (1)(2)   239,791    239,791    90,035    239,791    4,771,176    5,010,967    5.1%
Leonsis (1)(3)   81,633    81,633    0    81,633    4,681,141    4,762,774    4.9%

 

(1)4,681,141 shares of the Issuer’s Class A Common Stock reported herein are directly held by Revolution Growth, 73,250 shares are held by TF Group Holdings, LLC (“TF”) and 16,785 shares are held by Grove Farm Company, Inc. (“Grove”). Revolution Growth GP and Revolution Growth UGP are the direct and indirect general partners of Revolution Growth, respectively. Murray, the operating manager of Revolution Growth UGP, has voting power with respect to the shares held by Revolution Growth, and Murray, Case and Leonsis, as members of the investment committee of Revolution Growth UGP, may be deemed to share dispositive power over the shares held by Revolution Growth. Murray, Case and Leonsis may be deemed to beneficially own the shares held by Revolution Growth. Case may be deemed to share voting and dispositive power with TF and Grove and beneficially own the shares held by TF and Grove.
(2)Includes 239,791 shares held by a family trust of which Case is the trustee.
(3)Includes 81,633 shares held by a family trust of which Leonsis is the trustee.
(4)This percentage is calculated based upon based on 97,322,925 shares of Class A Common Stock outstanding as of November 2, 2022, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

 

Item 5. Ownership of Five 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 five percent of the class of securities, check the following   ☐.
 
Item 6. Ownership of More than Five 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 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, 2023

 

  REVOLUTION GROWTH II, LP
  By: Revolution Growth GP II, LP 
  Its: General Partner
  By: Revolution Growth UGP II, LLC
  Its: General Partner
   
  By: /s/ STEVEN J. MURRAY
  Name: Steven J. Murray
  Title: Operating Manager
   
  REVOLUTION GROWTH GP II, LP 
  By: Revolution Growth UGP II, LLC
  Its: General Partner
   
  By: /s/ STEVEN J. MURRAY
  Name: Steven J. Murray
  Title: Operating Manager
   
  REVOLUTION GROWTH UGP II, LLC
   
  By: /s/ STEVEN J. MURRAY
  Name: Steven J. Murray
  Title: Operating Manager
   
  By: /s/ STEVEN J. MURRAY
  Name: Steven J. Murray
  Title: Operating Manager
   
  /s/ STEVEN J. MURRAY
  Steven J. Murray
   
  /s/ STEPHEN M. CASE
  Stephen M. Case
   
  /s/ THEODORE J. LEONSIS
  Theodore J. Leonsis

 

  ATTENTION  
     
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).

 

 

 

Exhibit(s):

 

A - Joint Filing Statement

 

 

 

EXHIBIT A

 

JOINT FILING STATEMENT

 

The undersigned hereby agree to jointly prepare and file with regulatory authorities a Schedule 13G and any future amendments thereto reporting each of the undersigned’s ownership of securities of Sweetgreen, Inc. and hereby affirm that such Schedule 13G is being filed on behalf of each of the undersigned.

 

Dated: February 14, 2023

 

  REVOLUTION GROWTH II, LP
  By: Revolution Growth GP II, LP 
  Its: General Partner
  By: Revolution Growth UGP II, LLC
  Its: General Partner
   
  By: /s/ STEVEN J. MURRAY
  Name: Steven J. Murray
  Title: Operating Manager
   
  REVOLUTION GROWTH GP II, LP 
  By: Revolution Growth UGP II, LLC
  Its: General Partner
   
  By: /s/ STEVEN J. MURRAY
  Name: Steven J. Murray
  Title: Operating Manager
   
  REVOLUTION GROWTH UGP II, LLC
   
  By: /s/ STEVEN J. MURRAY
  Name: Steven J. Murray
  Title: Operating Manager
   
  By: /s/ STEVEN J. MURRAY
  Name: Steven J. Murray
  Title: Operating Manager
   
  /s/ STEVEN J. MURRAY
  Steven J. Murray
   
  /s/ STEPHEN M. CASE
  Stephen M. Case
   
  /s/ THEODORE J. LEONSIS
  Theodore J. Leonsis