Chewy, Inc. — Director's Dealing 2021

Jan 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2021-01-15

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-01-15	Class A Common Stock	S	18480	$108.198	Disposed	110495	Direct
2021-01-15	Class A Common Stock	S	39421	$109.059	Disposed	71074	Direct
2021-01-15	Class A Common Stock	S	36473	$109.689	Disposed	34601	Direct
2021-01-15	Class A Common Stock	S	3900	$111.047	Disposed	30701	Direct
2021-01-15	Class A Common Stock	S	11701	$111.899	Disposed	19000	Direct
2021-01-15	Class A Common Stock	S	6700	$112.964	Disposed	12300	Direct
2021-01-15	Class A Common Stock	S	1300	$113.528	Disposed	11000	Direct
2021-01-15	Class A Common Stock	S	9845	$113.12	Disposed	0	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1867083	Direct
Class A Common Stock	179240	Indirect

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 $107.43 to $108.42, 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 8 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 $108.43 to $109.42, inclusive.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $109.43 to $110.37, inclusive.

F5: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $110.43 to $111.40, inclusive.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $111.45 to $112.40, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $112.48 to $113.48, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $113.49 to $113.56, inclusive.

F9: Represents sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person's spouse

F10: 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 20% of these restricted stock units on June 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. through the applicable vesting date. The share price condition has been satisfied with respect to 100% of these restricted stock units.

F11: 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 20% of these restricted stock units on June 13, 2021 and at the end of each six-month period thereafter, subject to the filing person's spouse 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 spouse 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.