Chewy, Inc. — Director's Dealing 2020

Jul 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2020-07-10

Reporting Person: Helfrick Susan (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-07-10	Class A Common Stock	S	11092	$48.626	Disposed	78485	Direct
2020-07-10	Class A Common Stock	S	3438	$49.355	Disposed	75047	Direct
2020-07-10	Class A Common Stock	S	2400	$50.694	Disposed	72647	Direct
2020-07-10	Class A Common Stock	S	132	$51.75	Disposed	72515	Direct
2020-07-10	Class A Common Stock	S	12239	$48.06	Disposed	37761	Indirect
2020-07-10	Class A Common Stock	S	4811	$49.32	Disposed	32950	Indirect
2020-07-10	Class A Common Stock	S	2750	$50.59	Disposed	30200	Indirect
2020-07-10	Class A Common Stock	S	200	$51.77	Disposed	30000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	537720	Direct

Footnotes

F1: Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $48.03 to $49.01, inclusive. The reporting person undertakes to provide to Chewy, Inc., any securityholder 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 ranges set forth in footnotes 2 through 9 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 $49.03 to $50.02, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $50.48 to $51.29, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $51.53 to $51.82, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $48.03 to $49.02, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $49.03 to $49.91, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $50.12 to $50.86, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $51.55 to $52.00, inclusive.

F10: 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 was satisfied with respect to 25% of these restricted stock units on June 13, 2020 and then will be satisfied 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. 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.

F11: 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. The share price condition has been satisfied with respect to 100% of these restricted stock units.