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: Symancyk James Kevin (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-14	Class A Common Stock	S	11965	$83.194	Disposed	260901	Direct
2020-12-14	Class A Common Stock	S	29235	$84.212	Disposed	231666	Direct
2020-12-14	Class A Common Stock	S	300	$85.025	Disposed	231366	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	466545	Direct

Footnotes

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

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $82.90 to $83.86, 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 2 to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $83.90 to $84.79, 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. 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 service 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 service with Chewy, Inc. through the applicable vesting date. The share price condition has been satisfied with respect to 100% of these restricted stock units.