Susan Helfrick - Jun 14, 2022 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role: General Counsel
Signature: /s/ Susan Helfrick
Stock symbol: CHWY
Transactions as of: Jun 14, 2022
Transactions value $: -$1,012,866
Form type: 4
Date filed: 6/16/2022, 04:50 PM
Previous filing: Dec 16, 2021
Next filing: Aug 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Sale	-$1.01M	-37.3K	-25.54%	$27.18	109K	Jun 14, 2022	Direct	F1
holding	CHWY	Class A Common Stock						179K	Jun 14, 2022	Direct	F2
holding	CHWY	Class A Common Stock						5K	Jun 14, 2022	By spouse

* 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 50% of these restricted stock units on December 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.

Content

Represents shares sold to satisfy tax liability upon the vesting of restricted stock units.

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 50% of these restricted stock units on December 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.