Chewy, Inc. — Director's Dealing 2022

Jun 8, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Chewy, Inc. (CHWY)
CIK: 0001766502
Period of Report: 2022-06-06

Reporting Person: STAR JAMES A (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-06-06	Class A Common Stock	P	36127	$27.7066	Acquired	110949	Direct
2022-06-06	Class A Common Stock	P	144509	$27.7066	Acquired	144509	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	1624	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions in prices ranging from $27.335-$28.00, 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 purchased at each separate price within the range set forth in footnote 1 to this Form 4.

F2: Represents (i) shares of Class A Common Stock directly held by the reporting person and (ii) vested restricted stock units that remain unsettled and will settle on the earliest of the date of the reporting person leaving the Board of Directors, the reporting person's death or disability and a change in control of Chewy, Inc.

F3: Represents shares of Class A Common Stock owned by Downstream Partners, LP, in which the reporting person and his spouse have an indirect interest in a trust invested in Downstream Partners, LP. The reporting person disclaims beneficial ownership of the shares except to the extent of his pecuniary interest therein.

F4: Represents restricted stock units granted to the filing person on July 15, 2021 as compensation for service as a director. The restricted stock units will vest on the earlier of (1) the date of Chewy, Inc.'s annual meeting of stockholders in 2022, or (2) one year from the date of grant, each subject to the filing person's continued service as a director on the Board of Directors of Chewy, Inc. through the vesting date. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc.