Filing Details

Accession Number:
0001127602-22-027691
Form Type:
4
Zero Holdings:
No
Publication Time:
2022-12-16 17:05:34
Reporting Period:
2022-12-14
Accepted Time:
2022-12-16 17:05:34
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 7700 West Sunrise Boulevard
Plantation FL 33322
Chief Executive Officer Yes Yes No No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Class A Common Stock Disposition 2022-12-14 77,517 $42.79 800,615 No 4 S Direct
Class A Common Stock Disposition 2022-12-14 7,443 $42.79 76,018 No 4 S Indirect By spouse
Class A Common Stock Disposition 2022-12-15 81,922 $40.48 718,693 No 4 S Direct
Class A Common Stock Disposition 2022-12-15 7,865 $40.48 68,153 No 4 S Indirect By spouse
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Direct
No 4 S Indirect By spouse
No 4 S Direct
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 373,417 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 35,848 Indirect By spouse
Footnotes
  1. Represents shares sold to satisfy tax liability upon the vesting of restricted stock units ("RSUs").
  2. Represents RSUs granted to the filing person on April 5, 2021. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs will vest on March 1, 2023, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
  3. Represents RSUs. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The time-vesting condition will be satisfied June 13, 2023, subject to the filing person's continued employment with Chewy, Inc. through such vesting date. The share price condition will be satisfied with respect to a percentage of these RSUs, 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 these RSUs.
  4. 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 continued employment with Chewy, Inc. through the vesting date.
  5. Represents RSUs granted to the filing person's spouse on April 5, 2021. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. With respect to 4,154 of the RSUs, 50% of such RSUs will vest on September 1, 2023, 25% of such RSUs will vest on March 1, 2024, and 12.5% of such RSUs 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 RSUs will vest on March 1, 2023, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
  6. Represents RSUs granted to the filing person's spouse on April 7, 2022. The RSUs are subject to time-vesting conditions. With respect to 8,480 of the RSUs, 25% of such RSUs will vest on February 1, 2023 and 12.5% of such RSUs 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 RSUs, 100% of such RSUs 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 RSUs, 50% of such RSUs will vest on February 1, 2023, and the remaining 50% of the RSUs 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 RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc.
  7. Represents RSUs granted to the filing person's spouse. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The time-vesting condition will be satisfied June 13, 2023, subject to the filing person's spouse's continued employment with Chewy, Inc. through such vesting date. The share price condition will be satisfied with respect to a percentage of these RSUs, 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 these RSUs.