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* SHAICH RONALD M (Last) (First) (Middle) C/O CAVA GROUP, INC. 14 RIDGE SQUARE NW, SUITE 500 (Street) WASHINGTON DC 20016 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/15/2023	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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
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 DC 20016 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cava Act III Trust, LLC (Last) (First) (Middle) 23 PRESCOTT ST. (Street) BROOKLINE MA 02446 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Cava Act III, LLC (Last) (First) (Middle) 23 PRESCOTT ST. (Street) BROOKLINE MA 02446 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Act III Holdings LLC (Last) (First) (Middle) 23 PRESCOTT ST. (Street) BROOKLINE MA 02446 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

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	06/15/2023
	Cava Act III, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer	06/15/2023
	Act III Holdings, LLC, By: /s/ Ronald M. Shaich, Name: Ronald M. Shaich, Title: Chief Executive Officer	06/15/2023
	/s/ Ronald M. Shaich	06/15/2023
	** Signature of Reporting Person	Date
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