Stacy Bowman - Jun 14, 2021 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role: Principal Accounting Officer
Signature: /s/ Susan Helfrick, as Attorney-in-Fact for Stacy Bowman
Stock symbol: CHWY
Transactions as of: Jun 14, 2021
Transactions value $: -$2,156,861
Form type: 4
Date filed: 6/16/2021, 05:52 PM
Next filing: Dec 16, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Sale	-$1.04M	-13.8K	-9.26%	$75.04	135K	Jun 14, 2021	Direct	F1
transaction	CHWY	Class A Common Stock	Sale	-$1.12M	-14.9K	-11.02%	$74.99	121K	Jun 15, 2021	Direct	F1
holding	CHWY	Class A Common Stock						287K	Jun 14, 2021	Direct	F2
holding	CHWY	Class A Common Stock						10.9K	Jun 14, 2021	Direct	F3

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

Explanation of Responses:

Id	Content
F1	Represents shares sold to satisfy tax liability upon the vesting of restricted stock units.
F2	Represents restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The time-vesting condition will be satisfied with respect to 25% of these restricted stock units on December 13, 2021 and at the end of each six-month period thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition will be satisfied with respect to a percentage of these restricted stock units, as and when the price per share of Class A common stock specified in Chewy, Inc.'s Registration Statement on Form S-1 (File No. 333-231095), as amended, is achieved, on a weighted-average basis, on every trading day during a consecutive 45-day trading period completed prior to December 14, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition has been satisfied with respect to 100% of these restricted stock units.
F3	Represents restricted stock units granted to the filing person on April 5, 2021. The restricted stock units are subject to time-vesting conditions. 6,107 of the restricted stock units will vest on March 1, 2022, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. With respect to 4,765 of the restricted stock units, 50% of such restricted stock units will vest on September 1, 2023, 25% of such restricted stock units will vest on March 1, 2024, and 12.5% of such restricted stock units will vest on each six- month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc.