Home > Insider Trading > Filing (0000899243-21-015823)

Filing Details

Accession Number:: 0000899243-21-015823
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-04-14 17:00:15
Reporting Period:: 2021-04-12

Accepted Time:: 2021-04-14 17:00:15
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1766502	Chewy Inc.	CHWY	Retail-Catalog & Mail-Order Houses (5961)	000000000

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1777969	Argos Intermediate Holdco Ii Llc	650 Madison Avenue New York NY 10022	No	No	Yes	No
1777973	Argos Intermediate Holdco Iii Llc	650 Madison Avenue New York NY 10022	No	No	Yes	No
1777975	Argos Intermediate Holdco I Inc.	650 Madison Avenue New York NY 10022	No	No	Yes	No
1778154	Argos Holdings Gp Llc	650 Madison Avenue New York NY 10022	No	No	Yes	No
1778156	L.p. Holdings Argos	650 Madison Avenue New York NY 10022	No	No	Yes	No
1778195	L.p. Holdings Intermediate Citrus	650 Madison Avenue New York NY 10022	No	No	Yes	No
1830864	Buddy Holdings Ii Llc	19601 N. 27Th Ave. Phoenix AZ 85027	No	No	Yes	No
1843461	Buddy Holdings Iii Llc	19601 N. 27Th Ave. Phoenix AZ 85027	No	No	Yes	No

Reported Non-Derivative Transactions

Show Other Fields >>

Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01	Acquisiton	2021-04-12	6,150,000	$0.00	6,150,000	No	4	C	Indirect	See footnotes
Class A Common Stock, Par Value $0.01	Disposition	2021-04-12	6,150,000	$81.50	0	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	C	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Transactions

Show Other Fields >>

Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, Par Value $0.01	Class B Common Stock, par value $0.01	Disposition	2021-04-12	6,150,000	$0.00	6,150,000	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
106,903,343			No	4	C	Indirect

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock, Par Value $0.01	17,584,098	Indirect	See footnotes

Reported Derivative Holdings

Show Other Fields >>

Sec. Name	Sec. Type	Price	Amount	Remaning Holdings	Nature of Ownership
Class A Common Stock, Par Value $0.01	Class B Common Stock, par value $0.01	$0.00	165,000,000	165,000,000	Indirect
Class A Common Stock, Par Value $0.01	Class B Common Stock, par value $0.01	$0.00	39,285,013	39,285,013	Indirect
Class A Common Stock, Par Value $0.01	Forward purchase contract (obligation to sell)	$0.00	17,584,098	17,584,098	Indirect

Amount	Remaning Holdings	Nature of Ownership
165,000,000	165,000,000	Indirect
39,285,013	39,285,013	Indirect
17,584,098	17,584,098	Indirect

Footnotes

Each share of Class A common stock of Chewy, Inc. (the "Issuer") was issued upon conversion of one share of Class B common stock of the Issuer.
Shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at any time at the option of the holder, automatically upon any transfer, with certain exceptions, and upon certain other events as described in the Issuer's registration statement on Form S-1 (File No. 333-231095) relating to the initial public offering of its Class A common stock.
Represents shares of Class A common stock of the Issuer sold by Argos Intermediate Holdco I Inc. under Rule 144 promulgated under the Securities Act of 1933.
Shares of Class B common stock are held by Argos Intermediate Holdco I Inc. ("Holdco I").
Shares of Class B common stock are held by Buddy Holdings II LLC.
Shares of Class B common stock are held by Buddy Holdings III LLC.
Shares of Class A common stock and forward purchase contract obligations to sell are held by Buddy Chester Sub LLC ("Buddy Sub").
Argos Holdings GP LLC ("GP LLC") is the general partner of Argos Holdings L.P. ("Argos"). Argos is the sole common equity holder of Citrus Intermediate Holdings L.P. ("Citrus"). GP LLC is the general partner of Citrus. Citrus is the sole stockholder of Holdco I. Holdco I is the sole member of Buddy Sub, Buddy Holdings III LLC and Argos Intermediate Holdco II LLC ("Holdco II"). Holdco II is the sole member of Argos Intermediate Holdco III LLC ("Holdco III"). Holdco III is the sole member of Buddy Holdings II LLC.
(continued from footnote 8) CIE Management IX Limited controls a majority of the equity interests of GP LLC and has the power to appoint members to the board of directors of GP LLC who may exercise majority voting power at meetings of the board of directors of GP LLC. BC Partners Holdings Limited is the controlling shareholder of CIE Management IX Limited.
On May 11, 2020, Buddy Sub entered into a forward purchase contract (the "Contract") with 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligates Buddy Sub to deliver up to 17,584,098 shares of Class A common stock, par value $0.01 per share of the Issuer (or, at Buddy Sub's election, an equivalent amount of cash based on the market price of the Issuer's Class A common stock at that time) to the Trust on May 16, 2023 (the "Exchange Date"). Buddy Sub received a cash payment of $535,222,699.50 from the Trust on the date it entered into the Contract. Buddy Sub pledged 17,584,098 shares of the Issuer's Class A common stock (the "Pledged Shares") to secure its obligations under the Contract and, unless a default or an event of default occurs, Buddy Sub retains all voting rights with respect to the Pledged Shares. On May 4, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").
(Continued from footnote 10) The Trust agreed to exchange each Trust Security for a pro rata portion of the Issuer's Class A common stock or other property it receives from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock to be delivered to the Trust under the Contract will be equal to the number of Trust Securities outstanding multiplied by a conversion rate, which will be between 21.2368 and 25.4842 and will be determined by reference to the volume-weighted average trading price of the Issuer's Class A common stock during the 20-trading day observation period beginning on, and Including, the 24th scheduled trading day immediately preceding the Exchange Date (the "Daily VWAP").
(Continued from footnote 11) The conversion rate will be determined as follows: (a) if the Daily VWAP is equal to or greater than the Threshold Appreciation Price (as defined below), the conversion rate will equal 21.2368 divided by 20; (b) if the Daily VWAP is equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), the conversion rate will be between 21.2368 and 25.4842 divided by 20; and (c) if the Daily VWAP is equal to or less than the Initial Price, the conversion rate will be 25.4842 divided by 20. The Initial Price, which was the last reported sale price per share of the Issuer's Class A common stock on the New York Stock Exchange as of May 4, 2020, is $39.24 (the "Initial Price"). The Threshold Appreciation Price, which is approximately 120% of the Initial Price, is $47.09 (the "Threshold Appreciation Price").
Each Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. 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, as amended (the "Exchange Act"), or otherwise, the Reporting Person is the beneficial owner of any securities reported herein. The Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. On the basis of the relationship between each of Mr. Raymond Svider, Mr. Fahim Ahmed, Mr. Michael Chang and other directors of the Issuer designed or nominated by the Reporting Person, the Reporting Person may be a director of the Issuer by deputization for the purposes of Section 16 of the Exchange Act.