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United States securities and exchange commission logo





                             October 22, 2021

       Jonathan Neman
       Chief Executive Officer
       Sweetgreen, Inc.
       3101 W. Exposition Boulevard
       Los Angeles, CA 90018

                                                        Re: Sweetgreen, Inc.
                                                            Amendment No. 4 to
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted October
7, 2021
                                                            CIK No. 0001477815

       Dear Mr. Neman:

             We have reviewed your amended draft registration statement and
have the following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional
       comments.

       Amendment No. 4 to Draft Registration Statement on Form S-1

       The Offering
       Voting Rights, page 17

   1.                                                   We note your amended
disclosure that "following the completion of this offering, each
                                                        share of our Class B
common stock will be convertible into one share of our Class A
                                                        common stock at any
time and will convert automatically upon certain transfers and in
                                                        certain other
circumstances as described in our amended and restated certificate of
                                                        incorporation." Please
amend your disclosure here to briefly describe the "certain
                                                        transfers" and "certain
other circumstances" under which the Class B shares will
                                                        automatically convert
into Class A shares, or provide a cross-reference to a more detailed
 Jonathan Neman
Sweetgreen, Inc.
October 22, 2021
Page 2
      discussion of these terms elsewhere in your filing.
General

2.    In appropriate places throughout the prospectus, please revise your
disclosure to further
      describe the directed share program. Your disclosure should address the
selection criteria
      for the persons who will participate in the program, the process that you
will follow in
      identifying qualified potential participants, the process that
prospective participants will
      follow to participate in the program, the manner in which you will
communicate with
      participants and determine the amount each will receive, when and how you
will
      determine the allocation for the program, and whether such allocation
will change
      depending on the interest level of potential participants, as well as any
other material
      features of the program.
       Please contact Katherine Bagley at 202-551-2545 or Lilyanna Peyser at
202-551-3222
with any questions.



                                                            Sincerely,
FirstName LastNameJonathan Neman
                                                            Division of
Corporation Finance
Comapany NameSweetgreen, Inc.
                                                            Office of Trade &
Services
October 22, 2021 Page 2
cc:       Siana E. Lowrey
FirstName LastName
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