Stacy Bowman - Mar 31, 2022 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: Mar 31, 2022
Transactions value $: $0
Form type: 4
Date filed: 4/4/2022, 04:31 PM
Previous filing: Mar 8, 2022
Next filing: Apr 11, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Award	$0	+778		$0.00	778	Mar 31, 2022	Direct	F1
holding	CHWY	Class A Common Stock						4.77K	Mar 31, 2022	Direct	F2
holding	CHWY	Class A Common Stock						215K	Mar 31, 2022	Direct	F3
holding	CHWY	Class A Common Stock						148K	Mar 31, 2022	Direct

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

Explanation of Responses:

Id	Content
F1	Represents performance-based restricted stock units ("PRSUs"). Each PRSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The PRSUs were initially granted on April 5, 2021 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2021 fiscal year by the Compensation Committee of the Board of Directors. On March 31, 2022, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on March 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
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 time-vesting condition will be satisfied with respect to 50% of these restricted stock units 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.
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.