Sec Form 4 Filing - SHAICH RONALD M @ CAVA GROUP, INC. - 2024-08-28

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
SHAICH RONALD M
2. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O CAVA GROUP, INC., 14 RIDGE SQUARE NW, SUITE 500
3. Date of Earliest Transaction (MM/DD/YY)
08/28/2024
(Street)
WASHINGTON, DC20016
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 08/28/2024 J 116,000 ( 1 ) D 5,571,265 I By Cava Act III Trust, LLC ( 2 ) ( 3 )
Common Stock 08/28/2024 S 53,684 ( 4 ) D $ 118.94 ( 5 ) 7,403 ( 6 ) D
Common Stock 08/28/2024 S 1,096 ( 4 ) D $ 119.62 ( 7 ) 6,307 ( 6 ) D
Common Stock 08/28/2024 S 26,641 ( 4 ) D $ 118.94 ( 5 ) 544 I By SC 2018 Trust LLC
Common Stock 08/28/2024 S 544 ( 4 ) D $ 119.62 ( 7 ) 0 I By SC 2018 Trust LLC
Common Stock 08/28/2024 S 27,526 ( 4 ) D $ 118.94 ( 5 ) 562 I By SGC Trust LLC
Common Stock 08/28/2024 S 562 ( 4 ) D $ 119.62 ( 7 ) 0 I By SGC Trust LLC
Common Stock 1,374,328 I By Cava Act III, LLC ( 2 ) ( 8 )
Common Stock 83,306 I By Act III Holdings, LLC ( 2 ) ( 9 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
SHAICH RONALD M
C/O CAVA GROUP, INC.
14 RIDGE SQUARE NW, SUITE 500
WASHINGTON, DC20016
X
Signatures
/s/ Ronald M. Shaich 08/30/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On August 28, 2024, Cava Act III Trust, LLC initiated a pro-rata in-kind distribution of 116,000 shares of common stock, par value $0.001 ("Common Stock") of Cava Group, Inc. (the "Issuer") to its respective members (the "in-kind distribution"), including the distribution of an aggregate of 110,053 shares of Common Stock to the reporting person, SC 2018 Trust LLC and SGC Trust LLC, the receipt of which was exempt from reporting pursuant to Rule 16a-13 of the Exchange Act. The reporting person serves as the investment manager with sole investment control of both SC 2018 Trust LLC and SGC Trust LLC.
( 2 )Cava Act III Trust, LLC is managed by an independent manager appointed by the reporting person and Cava Act III, LLC is managed by Act III Management, LLC, which is controlled by the reporting person. Act III Holdings, LLC is the controlling holder of each of Cava Act III, LLC and Cava Act III Trust, LLC. Act III Holdings, LLC is controlled by the reporting person. The reporting person disclaims beneficial ownership of the securities reported herein, except to the extent of his pecuniary interest in Cava Act III, LLC and Act III Holdings, LLC. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the reporting person is the beneficial owner of any securities reported herein.
( 3 )Represents Common Stock held by Cava Act III Trust, LLC.
( 4 )The reported transactions represent the sale of the aggregate of 110,053 shares of Common Stock received by the reporting person, SC 2018 Trust LLC and SGC Trust LLC (collectively, the "sellers") in connection with the in-kind distribution, including an aggregate of (1) 54,780 shares of Common Stock by the reporting person, (2) 27,185 shares of Common Stock by SC 2018 Trust LLC and (3) 28,088 shares of Common Stock by SGC Trust LLC.
( 5 )Represents the weighted average price of 113,750 shares of Common Stock sold by the broker on behalf of the distributees of the in-kind distribution, including 107,851 shares of Common Stock sold on behalf of the sellers, on August 28, 2024 in transactions ranging from $118.50 to $119.54, with a weighted average price of $118.94. The proceeds of all such sales were allocated to the distributees of the in-kind distribution, including the sellers, on a pro rata basis, based on the number of shares sold by each seller. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 6 )Includes unvested restricted stock units.
( 7 )Represents the weighted average price of 2,250 shares of Common Stock sold by the broker on behalf of the distributees of the in-kind distribution, including 2,202 shares of Common Stock sold on behalf of the sellers, on August 28, 2024 in transactions ranging from $119.55 to $119.70, with a weighted average price of $119.62. The proceeds of all such sales were allocated to the distributees of the in-kind distribution, including the sellers, on a pro rata basis, based on the number of shares sold by each seller. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 8 )Represents Common Stock held by Cava Act III, LLC.
( 9 )Represents Common Stock held by Act III Holdings, LLC.

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 Number.