Satish Mehta - 02 Mar 2023 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role: Chief Technology Officer
Signature: /s/ Susan Helfrick, as Attorney-in-Fact for Satish Mehta
Issuer symbol: CHWY
Transactions as of: 02 Mar 2023
Net transactions value: -$184,203
Form type: 4
Filing time: 06 Mar 2023, 15:07:56 UTC
Previous filing: 15 Dec 2022
Next filing: 10 Apr 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Sale	$184,203	-4,635	-1.1%	$39.74	412,485	02 Mar 2023	Direct	F1
holding	CHWY	Class A Common Stock						134,430	02 Mar 2023	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
F2	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.

Content

Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").

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.