Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

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 (Month/Day/Year) 11/18/2024 (Street) LOS ANGELES, CA 90018 4. If Amendment, Date Original Filed (Month/Day/Year) 6. Individual or Joint/Group Filing (Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 11/18/2024 S(1) 9,507 D $34.05 360,177 D Class A Common Stock 11/19/2024 S 1,569(2) D $35.11(3) 358,608 D Class A Common Stock 11/19/2024 S 2,987(2) D $36.25(4) 355,621 D Class A Common Stock 11/19/2024 S 4,501(2) D $37.37(5) 351,120 D Class A Common Stock 11/19/2024 S 89(2) D $37.84 351,031 D Class A Common Stock 11/19/2024 G 50 D $ 0 350,981 D Class A Common Stock 60,979 I See footnote(6) Class A Common Stock 60,979 I See footnote(7) Class A Common Stock 79,901 I See footnote(8) Class A Common Stock 79,901 I See footnote(9) Class A Common Stock 186,051 I By Family Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)	6. Date Exercisable and Expiration Date (Month/Day/Year)	7. Title and Amount of Underlying Securities (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)
Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Reback Mitch C/O SWEETGREEN, INC. 3102 WEST 36TH STREET LOS ANGELES, CA 90018			CHIEF FINANCIAL OFFICER

Signatures

/s/ Ashley Van, Attorney-in-Fact	11/19/2024
**Signature of Reporting Person	Date

Explanation of Responses:

*	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).
(1)	This sale was mandated by the Issuer's election under its equity incentive plans to require the satisfaction of a tax withholding obligation to be funded by a "sell to cover" transaction and does not represent a discretionary trade by the reporting person.
(2)	The shares were sold pursuant to a 10b5-1 trading plan dated August 23, 2023.
(3)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $34.60 to $35.57. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(4)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $35.71 to $36.69. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(5)	The price reported in Column 4 is a weighted average price. The shares were sold in multiple transactions at prices ranging from $36.77 to $37.71. The reporting person will provide to the SEC, the issuer or security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
(6)	The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2021.
(7)	The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2021.
(8)	The shares are held by Donald Spetner, Trustee of The MRCR GRAT, dated July 27, 2023.
(9)	The shares are held by Donald Spetner, Trustee of The IMCR GRAT, dated July 27, 2023.

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