Chewy, Inc. — Director's Dealing 2022

Dec 16, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2022-12-14

Reporting Person: Mehta Satish (Chief Technology Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-14	Class A Common Stock	S	31452	$42.7852	Disposed	440360	Direct
2022-12-15	Class A Common Stock	S	33240	$40.4831	Disposed	407120	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	10000	Direct
Class A Common Stock	134430	Direct

Footnotes

F1: Represents shares sold to satisfy tax liability upon the vesting of restricted stock units.

F2: Represents restricted stock units granted to the filing person on April 5, 2021. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The restricted stock units will vest on March 1, 2023, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

F3: 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 June 13, 2023, subject to the filing person's continued employment with Chewy, Inc. through such 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 these restricted stock units.