Chewy, Inc. — Director's Dealing 2020

Dec 16, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2020-12-14

Reporting Person: Singh Sumit (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-14	Class A Common Stock	S	68599	$83.617	Disposed	315817	Direct
2020-12-14	Class A Common Stock	S	6586	$83.617	Disposed	29262	Indirect
2020-12-15	Class A Common Stock	S	66842	$85.814	Disposed	248975	Direct
2020-12-15	Class A Common Stock	S	6417	$85.814	Disposed	22845	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1867083	Direct
Class A Common Stock	179240	Indirect

Footnotes

F1: Represents shares sold to satisfy tax liability upon settlement of restricted stock units.

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. The time-vesting condition will be satisfied with respect to 20% of these restricted stock units on June 13, 2021 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.

F3: 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 20% of these restricted stock units on June 13, 2021 and at the end of each six-month period thereafter, subject to the filing person's spouse 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 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.