Kristin Gwinner - Jan 5, 2024 Form 4 Insider Report for CHICO'S FAS, INC. (CHS)

Role: EVP - CHRO
Signature: /s/ Kristin M. Gwinner
Stock symbol: CHS
Transactions as of: Jan 5, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/9/2024, 04:46 PM
Previous filing: Mar 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHS	Common Stock	Disposed to Issuer		-436K	-100%		0	Jan 5, 2024	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Kristin Gwinner is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Includes awards of restricted stock ("RSAs") held by the Reporting Person. Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of September 27, 2023, by and among Chico's FAS, Inc., Daphne Parent LLC, a Delaware limited liability company, and Daphne Merger Sub, Inc., a Florida corporation, (i) each share of common stock that was outstanding as of immediately prior to the effective time of the merger contemplated by the Merger Agreement ("Merger") was cancelled, extinguished, and automatically converted into the right to receive $7.60 per share in cash, and (ii) each RSA, whether vested or unvested, that was outstanding as of immediately prior to the effective time of the Merger became fully vested, cancelled, and automatically converted into the right to receive an amount in cash equal to the product of (a) the aggregate number of shares of common stock subject to such RSA, multiplied by (b) $7.60, subject to any required withholding of taxes.

Content

Includes awards of restricted stock ("RSAs") held by the Reporting Person. Pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of September 27, 2023, by and among Chico's FAS, Inc., Daphne Parent LLC, a Delaware limited liability company, and Daphne Merger Sub, Inc., a Florida corporation, (i) each share of common stock that was outstanding as of immediately prior to the effective time of the merger contemplated by the Merger Agreement ("Merger") was cancelled, extinguished, and automatically converted into the right to receive $7.60 per share in cash, and (ii) each RSA, whether vested or unvested, that was outstanding as of immediately prior to the effective time of the Merger became fully vested, cancelled, and automatically converted into the right to receive an amount in cash equal to the product of (a) the aggregate number of shares of common stock subject to such RSA, multiplied by (b) $7.60, subject to any required withholding of taxes.