UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

     

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

 

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, 2023

(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)
x 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) x (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

0

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

0

 
  9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
 
  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)

0.0%

 
  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.

 

 

 

 

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) x (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

0

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

0

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

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

Percent of Class Represented by Amount in Row (9)

0.0%

 
  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.

 

 

 

 

 

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) x (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

0

 
7.

Sole Dispositive Power

0

 
8.

Shared Dispositive Power

0

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

0

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

Percent of Class Represented by Amount in Row (9)

0.0%

 
  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.

 

 

 

 

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) x (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

40,133 shares

 
6.

Shared Voting Power

0 shares

 
7.

Sole Dispositive Power

40,133 shares

 
8.

Shared Dispositive Power

0 shares

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

40,133 shares

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

Percent of Class Represented by Amount in Row (9)

0.0% (2)

 
  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)This percentage is calculated based upon based on 99,401,840 shares of Class A Common Stock outstanding as of October 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2023.

 

 

 

 

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) x (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

15,604 shares (2)

 
6.

Shared Voting Power

116,664 shares (3)

 
7.

Sole Dispositive Power

15,604 shares (2)

 
8.

Shared Dispositive Power

116,664 shares (3)

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

132,268 shares (2) (3)

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

Percent of Class Represented by Amount in Row (9)

0.1% (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 15,604 shares of the Issuer’s Class A Common Stock held by family trusts each of which Case is the Trustee.
(3)Consists of 25,965 shares are held by Grove Farm Company, Inc. (“Grove”) and 90,699 shares are held by Alps Investment Holdings LLC (“Alps”). Case may be deemed to share voting and dispositive power with Grove and Alps and beneficially own the shares held by Grove and Alps.
(4)This percentage is calculated based upon based on 99,401,840 shares of Class A Common Stock outstanding as of October 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2023.

 

 

 

 

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) x (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

172,763 shares (2)

 
6.

Shared Voting Power

0 shares

 
7.

Sole Dispositive Power

172,763 shares (2)

 
8.

Shared Dispositive Power

0

 
  9.

Aggregate Amount Beneficially Owned by Each Reporting Person

172,763 shares (2)

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

Percent of Class Represented by Amount in Row (9)

0.2% (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)Includes 81,633 shares of the Issuer’s Class A Common Stock held by a family trust of which Leonsis is the Trustee.
(3)This percentage is calculated based upon based on 99,401,840 shares of Class A Common Stock outstanding as of October 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2023.

 

 

 

 

Item 1.
  (a)

Name of Issuer 

Sweetgreen, Inc. (the “Issuer”)

  (b)

Address of Issuer’s Principal Executive Offices 

3102 36th Street

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. 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 Grove and Alps and beneficially own the shares held by Grove and Alps.

  (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, 2023:

 

Reporting Persons 

Shares Held

Directly

  

Sole

Voting

Power

  

Shared

Voting

Power

  

Sole

Dispositive

Power

  

Shared

Dispositive

Power

  

Beneficial

Ownership

  

Percentage

of Class (2)

 
Revolution Growth   0    0    0    0    0    0    0.0%
Revolution Growth GP   0    0    0    0    0    0    0.0%
Revolution Growth UGP   0    0    0    0    0    0    0.0%
Murray   40,133    40,133    0    40,133    0    40,133    0.0%
Case (1)   15,604    15,604    116,664    15,604    116,664    132,268    0.1%
Leonsis   172,763    172,763    0    172,763    0    172,763    0.2%

 

(1) 25,965 shares are held by Grove Farm Company, Inc. (“Grove”) and 90,699 shares are held by Alps Investment Holdings LLC (“Alps”). Case may be deemed to share voting and dispositive power with Grove and Alps and beneficially own the shares held by Grove and Alps.
(2) This percentage is calculated based upon based on 99,401,840 shares of Class A Common Stock outstanding as of October 30, 2023, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 3, 2023.

 

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   x.
 
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, 2024

 

  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
  Its: 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
  Its: Operating Manager
    
  REVOLUTION GROWTH UGP II, LLC

 

  By: /s/ Steven J. Murray
  Name: Steven J. Murray
  Its: 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, 2024

 

  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
  Its: 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
  Its: Operating Manager
    
  REVOLUTION GROWTH UGP II, LLC

 

  By: /s/ Steven J. Murray
  Name: Steven J. Murray
  Its: Operating Manager

  

  /s/ Steven J. Murray
  Steven J. Murray
   
  /s/ Stephen M. Case
  Stephen M. Case
   
  /s/ Theodore J. Leonsis
  Theodore J. Leonsis

 

 

 

 

 

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