Chewy, Inc. — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2020-01-02

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-02	Class A Common Stock	S	100000	$29.51	Disposed	393058	Direct
2020-01-02	Class A Common Stock	S	100000	$29.327	Disposed	293058	Direct
2020-01-02	Class A Common Stock	S	100000	$29.433	Disposed	193058	Direct

Holdings (Non-Derivative)

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

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $29.50 to $29.60, 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 footnote 1, 2 and 3 to this Form 4.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $29.00 to $29.61, inclusive

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $29.25 to $29.61, inclusive.

F4: 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.

F5: 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.