Chewy, Inc. — Director's Dealing 2020

May 13, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2020-05-11

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-05-11	Class A Common Stock	S	21660	$38.329	Disposed	171398	Direct
2020-05-11	Class A Common Stock	S	33440	$39.226	Disposed	137958	Direct
2020-05-11	Class A Common Stock	S	4900	$39.924	Disposed	133058	Direct
2020-05-11	Class A Common Stock	S	21223	$38.331	Disposed	111835	Direct
2020-05-11	Class A Common Stock	S	33728	$39.218	Disposed	78107	Direct
2020-05-11	Class A Common Stock	S	5049	$39.92	Disposed	73058	Direct
2020-05-11	Class A Common Stock	S	21662	$38.49	Disposed	51396	Direct
2020-05-11	Class A Common Stock	S	39557	$39.349	Disposed	11839	Direct
2020-05-11	Class A Common Stock	S	839	$40.006	Disposed	11000	Direct
2020-05-11	Class A Common Stock	S	8056	$38.324	Disposed	15023	Indirect
2020-05-11	Class A Common Stock	S	13348	$39.215	Disposed	1675	Indirect
2020-05-11	Class A Common Stock	S	1675	$39.931	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	2987331	Direct
Class A Common Stock	286784	Indirect

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 17, 2020.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $37.81 to $38.80, 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, 3, 4, 5, 6, 7, 8, 9 and 10 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 $38.85 to $39.83, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $39.85 to $40.03, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $37.81 to $38.80, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from 39.82 to $39.82, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $40.03 to $38.00, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $38.00 to $38.99, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $39.00 to $39.98, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $40.00 to $40.03, inclusive.

F11: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 10, 2020.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $37.81 to $38.77, 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 12, 13 and 14 to this Form 4.

F13: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $38.84 to $38.82, inclusive

F14: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $39.86 to $40.02, inclusive.

F15: 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.

F16: 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 currently been satisfied with respect to 72.5% of these restricted stock units.