SEC Info - Shaich Ronald M, et al. - ‘3’ for 6/15/23 re: Cava Group, Inc.

FORM 3

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

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

SHAICH RONALD M

(Last)

(First)

(Middle)

C/O CAVA GROUP, INC.

14 RIDGE SQUARE NW, SUITE 500

(Street)

WASHINGTON

20016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
6/15/23

3. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock	⁽¹⁾	⁽¹⁾	Common Stock	135,462	⁽¹⁾	I	By Cava Act III Trust, LLC ⁽²⁾ ⁽³⁾
Series D Preferred Stock	⁽⁴⁾	⁽⁴⁾	Common Stock	1,985,877	⁽⁴⁾	I	By Cava Act III Trust, LLC ⁽²⁾ ⁽³⁾
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	3,565,926	⁽⁵⁾	I	By Cava Act III Trust, LLC ⁽²⁾ ⁽³⁾
Series E Preferred Stock	⁽⁵⁾	⁽⁵⁾	Common Stock	5,957,634	⁽⁵⁾	I	By Cava Act III, LLC ⁽³⁾ ⁽⁶⁾

1. Name and Address of Reporting Person^*

SHAICH RONALD M

(Last)

(First)

(Middle)

C/O CAVA GROUP, INC.

14 RIDGE SQUARE NW, SUITE 500

(Street)

WASHINGTON

20016

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cava Act III Trust, LLC

(Last)

(First)

(Middle)

23 PRESCOTT ST.

(Street)

BROOKLINE

02446

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Cava Act III, LLC

(Last)

(First)

(Middle)

23 PRESCOTT ST.

(Street)

BROOKLINE

02446

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Act III Holdings LLC

(Last)

(First)

(Middle)

23 PRESCOTT ST.

(Street)

BROOKLINE

02446

(City)

(State)

(Zip)

Explanation of Responses:

(1) The Series A Preferred Stock has no expiration date. Immediately prior to the closing of the initial public offering on June 20, 2023, the Series A Preferred Stock will automatically convert into fully paid and nonassessable shares of common stock, par value $0.0001 per share (the "Common Stock") on a one for one basis.

(2) Represents securities held by Cava Act III Trust, LLC.

(3) Cava Act III Trust, LLC is managed by Ronald M. Shaich and Cava Act III, LLC is managed by Act III Management, LLC, which is controlled by Mr. Shaich. 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 Mr. Shaich. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. 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 Persons are the beneficial owners of any securities reported herein.

(4) The Series D Preferred Stock has no expiration date. Immediately prior to the closing of the initial public offering on June 20, 2023, the Series D Preferred Stock will automatically convert into fully paid and nonassessable shares of Common Stock on a one for one basis.

(5) The Series E Preferred Stock has no expiration date. Immediately prior to the closing of the initial public offering on June 20, 2023, the Series E Preferred Stock will automatically convert into fully paid and nonassessable shares of Common Stock on a one for one basis.

(6) Represents securities held by Cava Act III, LLC.

Remarks:

Exhibit List - Exhibit 24 Power of Attorney

	Cava Act III Trust, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer	6/15/23
	Cava Act III, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer	6/15/23
	Act III Holdings, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer	6/15/23
	/s/ Ronald M. Shaich	6/15/23
	** Signature of Reporting Person	Date
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 5 (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).
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Shaich Ronald M, et al. – ‘3’ for 6/15/23 re: Cava Group, Inc.

On: Thursday, 6/15/23, at 4:33pm ET · For: 6/15/23 · As: Director and 10% Owner · Accession #: 1628280-23-22253 · File #: 1-41721

Previous ‘3’: ‘3’ on 5/19/17 for 5/10/17 · Latest ‘3’: This Filing

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34

Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — wk-form3_1686861184.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Shaich Ronald M, et al. – ‘3’ for 6/15/23 re: Cava Group, Inc.

On: Thursday, 6/15/23, at 4:33pm ET · For: 6/15/23 · As: Director and 10% Owner · Accession #: 1628280-23-22253 · File #: 1-41721

Previous ‘3’: ‘3’ on 5/19/17 for 5/10/17 · Latest ‘3’: This Filing

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34Filing Table of Contents

‘3’ — Initial Statement of Beneficial Ownership of Securities by an Insider — wk-form3_1686861184.xml/2.6

This ‘3’ Document is an XML Data File that may be rendered in various formats:

Initial Statement of Beneficial Ownership of Securities by an Insider — Form 3 — SEA’34

Filing Table of Contents