Stacy Bowman - Apr 6, 2023 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: Apr 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/10/2023, 04:25 PM
Previous filing: Mar 16, 2023
Next filing: Jun 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Award	$0	+21.2K		$0.00	21.2K	Apr 6, 2023	Direct	F1
holding	CHWY	Class A Common Stock						224K	Apr 6, 2023	Direct
holding	CHWY	Class A Common Stock						2.27K	Apr 6, 2023	Direct	F2
holding	CHWY	Class A Common Stock						778	Apr 6, 2023	Direct	F3
holding	CHWY	Class A Common Stock						4.77K	Apr 6, 2023	Direct	F4
holding	CHWY	Class A Common Stock						7.33K	Apr 6, 2023	Direct	F5
holding	CHWY	Class A Common Stock						71.7K	Apr 6, 2023	Direct	F6

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

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") granted to the filing person on April 6, 2023. The RSUs are subject to time-vesting conditions. With respect to 10,455 of the RSUs, 25% will vest on February 1, 2024 and 12.5% will vest on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 10,721 of the RSUs, 30% will vest on April 1, 2024, 30% will vest on October 1, 2024, and 40% will vest on April 1, 2025, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc.
F2	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 7, 2022 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2022 fiscal year by the Compensation Committee of the Board of Directors. On March 14, 2023, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2025, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
F3	Represents 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.
F4	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 time-vesting condition will be satisfied with respect to 50% of these RSUs 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 continued employment with Chewy, Inc. through the applicable vesting date.
F5	RSUs granted to the filing person on April 7, 2022. The RSUs are subject to time-vesting conditions. With respect to 6,801 of the RSUs, 16.66% of such RSUs will vest on each six-month anniversary of February 1, 2023, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 524 of the RSUs, 100% of such RSUs will vest on March 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc.
F6	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 on 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.