Chewy, Inc. — Director's Dealing 2019

Jun 18, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2019-06-18

Reporting Person: Symancyk James Kevin (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-18	Class A Common Stock	P	10000	$22.00	Acquired	10000	Direct
2019-06-18	Class A Common Stock	A	82941	$0.00	Acquired	82941	Direct
2019-06-18	Class A Common Stock	A	746470	$0.00	Acquired	746470	Direct

Footnotes

F1: Represents shares purchased through a directed share program in connection with the initial public offering of Chewy, Inc.'s Class A common stock which closed on June 18, 2019. These shares of Class A common stock were purchased at the public offering price of $22.00 per share.

F2: Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. All of these restricted stock units vested as of June 18, 2019 upon consummation of the initial public offering of shares of Class A common stock of Chewy, Inc.

F3: Represents restricted stock units that will vest based on time vesting and share price conditions. 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 25% of these restricted stock units on June 13, 2020 and then with respect to 12.5% of these restricted stock units 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.

F4: (continued from footnote 3) 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 June 13, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.