Argos Holdings GP LLC - Oct 15, 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: Oct 15, 2024
Transactions value $: -$36,750,000
Form type: 4
Date filed: 10/15/2024, 04:30 PM
Previous filing: Sep 23, 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		+1.25M			1.25M	Oct 15, 2024	See footnotes	F1, F2, F3
transaction	CHWY	Class A common stock, par value $0.01	Sale	-$36.8M	-1.25M	-100%	$29.40	0	Oct 15, 2024	See footnotes	F2, F3, F4

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		-1.25M	-0.5%		247M	Oct 15, 2024	Class A common stock, par value $0.01	1.25M		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 shares of Class A common stock of the Issuer were sold in connection with the exercise of the underwriter's option to purchase additional shares of Class A common stock in a registered public offering that closed on September 23, 2024, at a price of $29.40 (net of underwriting discount).