SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Phillips Adam David
(Last) (First) (Middle)
C/O CAVA GROUP, INC.
14 RIDGE SQUARE NW, SUITE 500
(Street)
WASHINGTON DC 20016
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CAVA GROUP, INC. [ CAVA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Accounting Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/10/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 12/10/2023 A(1) V 586 A $27.4(2) 12,440(3) D
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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
Explanation of Responses:
1. Shares purchased pursuant to the CAVA Group, Inc. 2023 Employee Stock Purchase Plan ("ESPP") in transactions that were exempt under Rule 16b-3, for the ESPP purchase period of June 26, 2023 through December 10, 2023.
2. In accordance with the ESPP, these shares were purchased at a price equal to 85% of the closing price of the Issuer's common stock on December 8, 2023.
3. Includes unvested restricted stock units.
Remarks:
Exhibit List - Exhibit 24 Power of Attorney
/s/ Kenneth Robert Bertram, as Attorney-in-Fact 12/18/2023
** 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 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.
POWER OF ATTORNEY Know all by these presents that the undersigned, does hereby make, constitute and appoint each of ROBERT BERTRAM, AMIT PATEL, and NICHOLAS ANTONIO, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such forms that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of CAVA GROUP, INC. (i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including without limitation, statements on Form 3, Form 4 and Form 5 (including any amendments thereto), (ii) pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, notices on Form 144 (including any amendments thereto), and (iii) in connection with any applications for EDGAR access codes, including without limitation the Form ID. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with regard to his or her ownership of or transactions in securities of CAVA GROUP, INC., unless earlier revoked in writing. The undersigned acknowledges that ROBERT BERTRAM, AMIT PATEL, and NICHOLAS ANTONIO are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act, or under Rule 144 of the Securities Act. By: /s/ Adam David Phillips Name: ADAM DAVID PHILLIPS Date: October 25, 2023

 
POWER OF ATTORNEY Know all by these presents that the undersigned, does hereby make, constitute and appoint each of ROBERT BERTRAM, AMIT PATEL, and NICHOLAS ANTONIO, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (in the undersigned’s individual capacity), to execute and deliver such forms that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result of the undersigned’s ownership of or transactions in securities of CAVA GROUP, INC. (i) pursuant to Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including without limitation, statements on Form 3, Form 4 and Form 5 (including any amendments thereto), (ii) pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, notices on Form 144 (including any amendments thereto), and (iii) in connection with any applications for EDGAR access codes, including without limitation the Form ID. The Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5 and 144 with regard to his or her ownership of or transactions in securities of CAVA GROUP, INC., unless earlier revoked in writing. The undersigned acknowledges that ROBERT BERTRAM, AMIT PATEL, and NICHOLAS ANTONIO are not assuming any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act, or under Rule 144 of the Securities Act. By: /s/ Adam David Phillips Name: ADAM DAVID PHILLIPS Date: October 25, 2023

 
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