Chewy, Inc. — Director's Dealing 2020

Dec 18, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2020-12-17

Reporting Person: STAR JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-17	Class A Common Stock	S	18220	$99.2636	Disposed	44105	Direct
2020-12-17	Class A Common Stock	S	4280	$100.2448	Disposed	39825	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2719	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $99.00 to $99.99, 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 range set forth in footnote 1 to this Form 4.

F2: Represents (i) shares of Class A Common Stock directly held by the reporting person and (ii) vested restricted stock units that remain unsettled and will settle on the earliest of the date of the reporting person leaving the Board of Directors, the reporting person's death or disability and a change in control of Chewy, Inc.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $100.00 to $100.64, 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 range set forth in footnote 3 to this Form 4.

F4: Represents restricted stock units granted to the filing person on July 16, 2020 as compensation for service as a director. The restricted stock units will vest on the date of Chewy, Inc.'s annual meeting of stockholders in 2021, subject to the filing person's continued service as a director on the Board of Directors of Chewy, Inc. through the vesting date. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc.