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Filing Details

Accession Number:: 0001127602-22-021257
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-17 20:05:19
Reporting Period:: 2022-08-15

Accepted Time:: 2022-08-17 20:05:19
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	Insider Title	Director	Officer	Large Shareholder	Other
1777164	Sumit Singh	1855 Griffin Road, Suite B-428 Dania Beach FL 33004	Chief Executive Officer	Yes	Yes	No	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	Disposition	2022-08-15	198,848	$49.21	523,853	No	4	S	Direct
Class A Common Stock	Disposition	2022-08-15	18,838	$50.08	505,015	No	4	S	Direct
Class A Common Stock	Disposition	2022-08-15	300	$50.72	504,715	No	4	S	Direct
Class A Common Stock	Disposition	2022-08-15	9,560	$49.21	60,261	No	4	S	Indirect	By spouse
Class A Common Stock	Disposition	2022-08-15	900	$50.16	59,361	No	4	S	Indirect	By spouse

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Indirect	By spouse
No	4	S	Indirect	By spouse

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Class A Common Stock	62,500	Direct
Class A Common Stock	746,834	Direct
Class A Common Stock	679	Indirect	By spouse
Class A Common Stock	5,070	Indirect	By spouse
Class A Common Stock	12,424	Indirect	By spouse
Class A Common Stock	71,696	Indirect	By spouse

Footnotes

Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $48.69 to $49.68, inclusive. The reporting person undertakes to provide to Chewy, Inc., any security holder of Chewy, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 through 4, 6 and 7 to this Form 4.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $49.69 to $50.67, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $50.71 to $50.742, inclusive.
Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person's spouse.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $48.77 to $49.67, inclusive.
The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $49.77 to $50.50, inclusive.
Represents restricted stock units granted to the filing person on April 5, 2021. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The restricted stock units will vest on March 1, 2023, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The time-vesting condition will be satisfied with respect to 50% of these restricted stock units on December 13, 2022 and at the end of each six-month period thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition will be satisfied with respect to a percentage of these restricted stock units, as and when the price per share of Class A common stock specified in Chewy, Inc.'s Registration Statement on Form S-1 (File No. 333-231095), as amended, is achieved, on a weighted-average basis, on every trading day during a consecutive 45-day trading period completed prior to December 14, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition has been satisfied with respect to 100% of these restricted stock units.
Represents performance-based restricted stock units ("PRSUs") granted to the filing person's spouse. Each PRSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The PRSUs were initially granted on April 5, 2021 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2021 fiscal year by the Compensation Committee of the Board of Directors. On March 31, 2022, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on March 1, 2024, subject to the filing person's spouse's continuedemployment with Chewy, Inc. through the vesting date.
Represents restricted stock units granted to the filing person's spouse on April 5, 2021. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. With respect to 4,154 of the restricted stock units, 50% of such restricted stock units will vest on September 1, 2023, 25% of such restricted stock units will vest on March 1, 2024, and 12.5% of such restricted stock units will vest on each six-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. The remaining 916 of the restricted stock units will vest on March 1, 2023, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
Represents restricted stock units granted to the filing person's spouse on April 7, 2022. The restricted stock units are subject to time-vesting conditions. With respect to 8,480 of the restricted stock units, 25% of such restricted stock units will vest on February 1, 2023 and 12.5% of such restricted stock units will vest on each six-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 457 of the restricted stock units, 100% of such restricted stock units will vest on March 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the vesting date. With respect to 3,487 of the restricted stock units, 50% of such restricted stock units will vest on February 1, 2023, and the remaining 50% of the restricted stock units will vest on February 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc.
Represents restricted stock units granted to the filing person's spouse. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The time-vesting condition will be satisfied with respect to 50% of these restricted stock units on December 13, 2022 and at the end of each six-month period thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition will be satisfied with respect to a percentage of these restricted stock units, as and when the price per share of Class A common stock specified in Chewy, Inc.'s Registration Statement on Form S-1 (File No. 333-231095), as amended, is achieved, on a weighted-average basis, on every trading day during a consecutive 45-day trading period completed prior to December 14, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition has been satisfied with respect to 100% of these restricted stock units.