Chewy, Inc. — Director's Dealing 2020

Jan 8, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2020-01-06

Reporting Person: Argos Holdings GP LLC (10% Owner)
Reporting Person: Argos Holdings Inc. (10% Owner)
Reporting Person: PETSMART INC (10% Owner)
Reporting Person: Petsmart Buddy Holdings Corp. (10% Owner)
Reporting Person: Argos Holdings L.P. (10% Owner)
Reporting Person: Citrus Intermediate Holdings L.P. (10% Owner)
Reporting Person: Argos Intermediate Holdco I Inc. (10% Owner)
Reporting Person: Argos Intermediate Holdco II Inc. (10% Owner)
Reporting Person: Argos Intermediate Holdco III Inc. (10% Owner)
Reporting Person: Buddy Holdings Corp. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-06	Class A Common Stock, par value $0.01	C	3850000	—	Acquired	3850000	Indirect
2020-01-06	Class A Common Stock, par value $0.01	S	3850000	$28.75	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-06	Class B Common Stock, par value $0.01	$	C	3850000	Disposed		Class A Common Stock, par value $0.01 (3850000)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock, par value $0.01	$		Class A Common Stock, par value $0.01 (64845000)	64845000	Indirect
Class B Common Stock, par value $0.01	$		Class A Common Stock, par value $0.01 (78600000)	78600000	Indirect

Footnotes

F1: Each share of Class A common stock of Chewy, Inc. (the "Issuer") was issued upon conversion of one share of Class B common stock of the Issuer.

F2: Shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at any time at the option of the holder, automatically upon any transfer, with certain exceptions, and upon certain other events as described in the Issuer's registration statement on Form S-1 (File No. 333-231095) relating to the initial public offering of its Class A common stock.

F3: Represents shares of Class A common stock of the Issuer sold by PetSmart Buddy Holdings Corp. under Rule 144 promulgated under the Securities Act of 1933.

F4: Shares of Class B common stock are held by PetSmart Buddy Holdings Corp.

F5: Shares of Class B common stock are held by Buddy Chester Sub Corp.

F6: Shares of Class B common stock are held by Buddy Holdings Corp.

F7: Argos Holdings GP LLC ("GP LLC") is the general partner of Argos Holdings L.P. ("Argos"). Argos is the sole common equity holder of Citrus Intermediate Holdings L.P. ("Citrus"). GP LLC is the general partner of Citrus. Citrus is the sole stockholder of Argos Intermediate Holdco I Inc. ("Holdco I"). Holdco I is the sole stockholder of Argos Intermediate Holdco II Inc. ("Holdco II"). Holdco II is the sole stockholder of Argos Intermediate Holdco III Inc. ("Holdco III"). Holdco III is the sole stockholder of Buddy Holdings Corp. and Argos Holdings Inc. ("Holdings"). Holdings is the sole stockholder of PetSmart, Inc. ("PetSmart"). PetSmart is the sole stockholder of PetSmart Buddy Holdings Corp. and Buddy Chester Corp. ("Chester"). Chester is the sole stockholder of Buddy Chester Sub Corp.

F8: (continued from footnote 7) CIE Management IX Limited controls a majority of the equity interests of GP LLC and has the power to appoint members to the board of directors of GP LLC who may exercise majority voting power at meetings of the board of directors of GP LLC. BC Partners Holdings Limited is the controlling shareholder of CIE Management IX Limited.

F9: Each Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. On the basis of the relationship between each of Mr. Raymond Svider, Mr. Fahim Ahmed, Mr. Michael Chang and other directors of the Issuer designated or nominated by the Reporting Persons, the Reporting Persons may be directors of the Issuer by deputization for the purposes of Section 16 of the Exchange Act.