SEC Form 3
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*
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 06/15/2023 |
3. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA ] |
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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5. If Amendment, Date of Original Filed
(Month/Day/Year) |
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6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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) | |||||||
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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) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series A Preferred Stock | (1) | (1) | Common Stock | 1,568,865 | (1) | D(7)(8) | |
Series B Preferred Stock | (2) | (2) | Common Stock | 3,486,366 | (2) | D(7)(8) | |
Series C Preferred Stock | (3) | (3) | Common Stock | 1,845,864 | (3) | D(7)(8) | |
Series D Preferred Stock | (4) | (4) | Common Stock | 861,339 | (4) | D(7)(8) | |
Series E Preferred Stock | (5) | (5) | Common Stock | 22,252,464 | (5) | D(7)(8) | |
Series F Preferred Stock | (6) | (6) | Common Stock | 1,993,092 | (6) | D(7)(8) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. The Series A Preferred Stock has no expiration date. Immediately prior to the closing of the Issuer's initial public offering (the "IPO") on June 20, 2023, the Series A Preferred Stock will automatically convert into fully paid and nonassessable shares of the Issuer's common stock, par value $0.0001 per share (the "Common Stock") on a one for one basis. |
2. The Series B Preferred Stock has no expiration date. Immediately prior to the closing of the IPO on June 20, 2023, the Series B Preferred Stock will automatically convert into fully paid and nonassessable shares of Common Stock on a one for one basis. |
3. The Series C Preferred Stock has no expiration date. Immediately prior to the closing of the IPO on June 20, 2023, the Series C Preferred Stock will automatically convert into fully paid and nonassessable shares of Common Stock on a one for one basis. |
4. The Series D Preferred Stock has no expiration date. Immediately prior to the closing of the IPO 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 IPO 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. The Series F Preferred Stock has no expiration date. Immediately prior to the closing of the IPO on June 20, 2023, the Series F Preferred Stock will automatically convert into fully paid and nonassessable shares of Common Stock on a one for one basis. |
7. The securities are held directly by Artal International S.C.A. The managing partner of Artal International S.C.A. is Artal International Management S.A. The sole stockholder of Artal International Management S.A. is Artal Group S.A. The parent company of Artal Group S.A. is Westend S.A. The majority stockholder of Westend S.A. is Stichting Administratiekantoor Westend (the "Stichting"). Mr. Amaury Wittouck is the sole member of the board of the Stichting. |
8. (Continued from Footnote 7) Each of the Reporting Persons, other than Artal International S.C.A., disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein, and, pursuant to Rule 16a-1(a)(4) under the Exchange Act, each of the Reporting Persons (other than to the extent it directly holds securities reported herein) states that the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all of the reported securities for purposes of Section 16 of the Exchange Act or for any other purpose. |
Remarks: |
For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Persons may be deemed to be directors by deputization of the Issuer by virtue of their representatives on the Issuer's board of directors. |
Artal International S.C.A., By: Artal International Management S.A., its Managing Partner, By: /s/ Anne Goffard, Managing Director | 06/15/2023 | |
Artal International Management S.A., By: /s/ Anne Goffard, Managing Director | 06/15/2023 | |
Artal Group S.A., By: /s/ Anne Goffard, Authorized Person | 06/15/2023 | |
Westend S.A., By: /s/ Anne Goffard, Managing Director | 06/15/2023 | |
Stichting Administratiekantoor Westend, By: /s/ Amaury Wittouck, Sole Member of the Board | 06/15/2023 | |
/s/ Amaury Wittouck | 06/15/2023 | |
** 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). | ||
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. |