Argos Holdings GP LLC - Jun 26, 2024 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role
10%+ Owner
Signature
/s/ Michael Chang, as Attorney-in-Fact for the Reporting Persons
Stock symbol
CHWY
Transactions as of
Jun 26, 2024
Transactions value $
-$660,397,562
Form type
4
Date filed
6/28/2024, 04:48 PM
Previous filing
Jan 11, 2024
Next filing
Jul 2, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHWY Class A common stock, par value $0.01 Conversion of derivative security +17.6M 17.6M Jun 26, 2024 See footnotes F1, F2, F3
transaction CHWY Class A common stock, par value $0.01 Sale -$500M -17.6M -100% $28.49 0 Jun 26, 2024 See footnotes F2, F3
transaction CHWY Class A common stock, par value $0.01 Conversion of derivative security +5.33M 5.33M Jun 27, 2024 See footnotes F1, F2, F3
transaction CHWY Class A common stock, par value $0.01 Sale -$76.5M -2.59M -48.61% $29.54 2.74M Jun 27, 2024 See footnotes F2, F3, F4
transaction CHWY Class A common stock, par value $0.01 Sale -$58M -1.92M -70.25% $30.13 815K Jun 27, 2024 See footnotes F2, F3, F5
transaction CHWY Class A common stock, par value $0.01 Sale -$15.4M -491K -60.29% $31.41 323K Jun 27, 2024 See footnotes F2, F3, F6
transaction CHWY Class A common stock, par value $0.01 Sale -$9.53M -294K -91% $32.39 29.1K Jun 27, 2024 See footnotes F2, F3
transaction CHWY Class A common stock, par value $0.01 Sale -$960K -29.1K -100% $33.00 0 Jun 27, 2024 See footnotes F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction CHWY Class B Common Stock, par value $0.01 Conversion of derivative security -17.6M -5.87% 281M Jun 26, 2024 Class A common stock, par value $0.01 17.6M See footnotes F1, F2, F3
transaction CHWY Class B Common Stock, par value $0.01 Conversion of derivative security -5.33M -1.89% 276M Jun 27, 2024 Class A common stock, par value $0.01 5.33M See footnotes F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of Class A common stock of Chewy, Inc. (the "Issuer") was issued upon conversion of one share of Class B common stock of the Issuer. Shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at any time at the option of the holder, automatically upon any transfer, with certain exceptions, and upon certain other events as described in the Issuer's registration statement on Form S-1 (File No. 333-231095) relating to the initial public offering of its Class A common stock.
F2 Argos Holdings GP LLC ("GP LLC") is the general partner of Argos Holdings L.P. ("Argos"). Argos is the sole common equity holder of Citrus Intermediate Holdings L.P. ("Citrus"). GP LLC is the general partner of Citrus. CIE Management IX Limited ("CIE") controls a majority of the equity interests of GP LLC and has the power to appoint members to the board of directors of GP LLC who may exercise majority voting power at meetings of the board of directors of GP LLC. BC Partners Holdings Limited is the controlling shareholder of CIE.
F3 The reported securities are held directly by affiliates and accounts managed by the Reporting Persons. Each Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. On the basis of the relationship between each of Mr. Raymond Svider, Mr. Fahim Ahmed, Mr. Michael Chang and other directors of the Issuer designated or nominated by the Reporting Persons, the Reporting Persons may be directors of the Issuer by deputization for the purposes of Section 16 of the Exchange Act.
F4 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $29.00 to $29.995, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, 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 herein.
F5 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $30.00 to $30.93, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, 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 herein.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $31.00 to $31.90, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, 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 herein.