Chewy, Inc. — Director's Dealing 2021

Jul 27, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2021-07-23

Reporting Person: Helfrick Susan (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-07-23	Class A Common Stock	S	10463	$85.00	Disposed	31390	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	358480	Direct
Class A Common Stock	20000	Indirect

Footnotes

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

F2: 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 25% of these restricted stock units on December 13, 2021 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.

F3: (continued from footnote 2) through the applicable vesting date. The share price condition has been satisfied with respect to 100% of these restricted stock units.