Joseph R. Topper Jr. - Jan 5, 2024 Form 4 Insider Report for CHICO'S FAS, INC. (CHS)

Role: EVP - Chief Digital Officer
Signature: /s/ Joseph R. Topper, Jr.
Stock symbol: CHS
Transactions as of: Jan 5, 2024
Transactions value $: $0
Form type: 4
Date filed: 1/9/2024, 04:51 PM
Previous filing: Apr 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHS	Common Stock	Disposed to Issuer		-188K	-100%		0	Jan 5, 2024	Direct	F1, F2

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

Joseph R. Topper Jr. 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 and shares acquired under the Chico's FAS, Inc. 2021 Employee Stock Purchase Plan. 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 immediately prior to the effective time of the merger contemplated by the Merger Agreement ("Effective Time") was cancelled and automatically converted into the right to receive $7.60 per share in cash, and (ii) each unvested RSA that was outstanding immediately prior to the Effective Time became fully vested, cancelled, and automatically converted into the right to receive an amount in cash equal to the product of (a) the number of shares of common stock subject to such RSA, multiplied by (b) $7.60, subject to any required withholding of taxes.
F2	Includes 3,127 shares acquired under the Chico's FAS, Inc. 2021 Employee Stock Purchase Plan ("ESPP") between April 28, 2023 and October 31, 2023 and 2,717 additional shares acquired in earlier periods under the ESPP that were inadvertently omitted from the Reporting Person's previous Section 16 reports.

Content

Includes awards of restricted stock ("RSAs") held by the Reporting Person and shares acquired under the Chico's FAS, Inc. 2021 Employee Stock Purchase Plan. 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 immediately prior to the effective time of the merger contemplated by the Merger Agreement ("Effective Time") was cancelled and automatically converted into the right to receive $7.60 per share in cash, and (ii) each unvested RSA that was outstanding immediately prior to the Effective Time became fully vested, cancelled, and automatically converted into the right to receive an amount in cash equal to the product of (a) the number of shares of common stock subject to such RSA, multiplied by (b) $7.60, subject to any required withholding of taxes.

Includes 3,127 shares acquired under the Chico's FAS, Inc. 2021 Employee Stock Purchase Plan ("ESPP") between April 28, 2023 and October 31, 2023 and 2,717 additional shares acquired in earlier periods under the ESPP that were inadvertently omitted from the Reporting Person's previous Section 16 reports.