Chewy, Inc. — Director's Dealing 2022

Dec 15, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2022-12-13

Reporting Person: Helfrick Susan (General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-13	Class A Common Stock	S	52359	$46.236	Disposed	145890	Direct
2022-12-14	Class A Common Stock	S	18605	$42.7852	Disposed	127285	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	89620	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $46.20 to $46.54, 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 to this Form 4.

F2: Represents shares sold to satisfy tax liability upon the vesting of restricted stock units.

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.