Chewy, Inc. — Director's Dealing 2021

Dec 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2021-12-22

Reporting Person: Bowman Stacy (Principal Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-12-22	Class A Common Stock	S	5725	$54.582	Disposed	159823	Direct
2021-12-22	Class A Common Stock	S	4929	$55.428	Disposed	154894	Direct
2021-12-22	Class A Common Stock	S	600	$56.15	Disposed	154294	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10872	Direct
Class A Common Stock	215088	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 $53.97 to $54.94, 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 ranges set forth in footnotes 2 through 4 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 $54.97 to $55.90, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $55.98 to $56.35, inclusive.

F5: Represents restricted stock units granted to the filing person on April 5, 2021. The restricted stock units are subject to time-vesting conditions. 6,107 of the restricted stock units will vest on March 1, 2022, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. With respect to 4,765 of the restricted stock units, 50% of such restricted stock units will vest on September 1, 2023, 25% of such restricted stock units will vest on March 1, 2024, and 12.5% of such restricted stock units will vest on each six- month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc.

F6: 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 33.33% of these restricted stock units on June 13, 2022 and 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 December 14, 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.