Susan Helfrick - Dec 15, 2022 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role
General Counsel
Signature
/s/ Susan Helfrick
Stock symbol
CHWY
Transactions as of
Dec 15, 2022
Transactions value $
-$2,199,810
Form type
4
Date filed
12/19/2022, 03:41 PM
Previous filing
Dec 15, 2022
Next filing
Jan 27, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHWY Class A Common Stock Sale -$796K -19.7K -15.45% $40.48 108K Dec 15, 2022 Direct F1
transaction CHWY Class A Common Stock Sale -$1.4M -34.4K -31.97% $40.80 73.2K Dec 16, 2022 Direct F2, F3
holding CHWY Class A Common Stock 89.6K Dec 15, 2022 Direct F4
* 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 sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.
F3 The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions in prices ranging from $40.61-41.00, inclusive. The reporting person undertakes to provide to Chewy, Inc., any security holder of Chewy, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the range set forth in footnote 3 to this Form 4.
F4 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 June 13, 2023, subject to the filing person's continued employment with Chewy, Inc. through such 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 these restricted stock units.