Sumit Singh - Feb 2, 2023 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
Feb 2, 2023
Transactions value $
-$48,316
Form type
4
Date filed
2/6/2023, 03:41 PM
Previous filing
Dec 16, 2022
Next filing
Mar 6, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHWY Class A Common Stock Tax liability -$48.3K -986 -1.37% $49.00 71K Feb 2, 2023 By spouse F1
holding CHWY Class A Common Stock 719K Feb 2, 2023 Direct
holding CHWY Class A Common Stock 62.5K Feb 2, 2023 Direct F2
holding CHWY Class A Common Stock 373K Feb 2, 2023 Direct F3
holding CHWY Class A Common Stock 679 Feb 2, 2023 By spouse F4
holding CHWY Class A Common Stock 5.07K Feb 2, 2023 By spouse F5
holding CHWY Class A Common Stock 8.56K Feb 2, 2023 By spouse F6
holding CHWY Class A Common Stock 35.8K Feb 2, 2023 By spouse F7
* 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 ("RSUs").
F2 Represents RSUs granted to the filing person on April 5, 2021. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs will vest on March 1, 2023, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
F3 Represents RSUs. Each RSU 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 RSUs, 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 RSUs.
F4 Represents performance-based restricted stock units ("PRSUs") granted to the filing person's spouse. 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 spouse's continued employment with Chewy, Inc. through the vesting date.
F5 Represents RSUs granted to the filing person's spouse on April 5, 2021. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. With respect to 4,154 of the RSUs, 50% of such RSUs will vest on September 1, 2023, 25% of such RSUs will vest on March 1, 2024, and 12.5% of such RSUs 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 RSUs will vest on March 1, 2023, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
F6 Represents RSUs granted to the filing person's spouse on April 7, 2022. The RSUs are subject to time-vesting conditions. With respect to 6,360 of the RSUs, 16.67% of such RSUs will vest on each six-month anniversary of February 1, 2023, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 457 of the RSUs, 100% of such RSUs will vest on March 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the vesting date. With respect to 1,744 of the RSUs, such RSUs will vest on February 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc.
F7 Represents RSUs granted to the filing person's spouse. Each RSU 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 spouse's continued employment with Chewy, Inc. through such vesting date. The share price condition will be satisfied with respect to a percentage of these RSUs, 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 these RSUs.