Sumit Singh - Mar 4, 2022 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role: Chief Executive Officer, Director
Signature: /s/ Susan Helfrick, as Attorney-in-Fact for Sumit Singh
Stock symbol: CHWY
Transactions as of: Mar 4, 2022
Transactions value $: -$1,144,041
Form type: 4
Date filed: 3/8/2022, 04:09 PM
Previous filing: Dec 16, 2021
Next filing: Apr 4, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Tax liability	-$1.01M	-21.4K	-4.07%	$47.14	505K	Mar 4, 2022	Direct	F1
transaction	CHWY	Class A Common Stock	Tax liability	-$135K	-2.86K	-5.53%	$47.14	48.9K	Mar 4, 2022	By spouse	F1
holding	CHWY	Class A Common Stock						62.5K	Mar 4, 2022	Direct	F2
holding	CHWY	Class A Common Stock						1.12M	Mar 4, 2022	Direct	F3
holding	CHWY	Class A Common Stock						5.07K	Mar 4, 2022	By spouse	F4
holding	CHWY	Class A Common Stock						108K	Mar 4, 2022	By spouse	F5

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

Explanation of Responses:

Id	Content
F1	Represents shares withheld to cover tax withholding obligations in connection with the vesting of restricted stock units.
F2	Represents restricted stock units granted to the filing person on April 5, 2021. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The restricted stock units will vest on March 1, 2023, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
F3	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 33.33% of these restricted stock units on June 13, 2022 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.
F4	Represents restricted stock units granted to the filing person's spouse on April 5, 2021. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. With respect to 4,154 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 spouse's continued employment with Chewy, Inc. through the applicable vesting date. The remaining 916 of the restricted stock units will vest on March 1, 2023, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
F5	Represents restricted stock units granted to the filing person's spouse. 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 33.33% of these restricted stock units on June 13, 2022 and at the end of each six-month period thereafter, subject to the filing person's spouse'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 spouse'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.