Sumit Singh - Jun 26, 2023 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role: Chief Executive Officer, Director
Signature: /s/ Michael Morant, as Attorney-in-Fact for Sumit Singh
Stock symbol: CHWY
Transactions as of: Jun 26, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/28/2023, 04:06 PM
Previous filing: Jun 16, 2023
Next filing: Aug 4, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Award	$0	+56.7K	+185.61%	$0.00	87.2K	Jun 26, 2023	By Spouse	F1
holding	CHWY	Class A Common Stock						992K	Jun 26, 2023	Direct
holding	CHWY	Class A Common Stock						97K	Jun 26, 2023	By spouse
holding	CHWY	Class A Common Stock						2.12K	Jun 26, 2023	By spouse	F2
holding	CHWY	Class A Common Stock						679	Jun 26, 2023	By spouse	F3
holding	CHWY	Class A Common Stock						4.15K	Jun 26, 2023	By spouse	F4
holding	CHWY	Class A Common Stock						8.56K	Jun 26, 2023	By spouse	F5

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

Explanation of Responses:

Id	Content
F1	The reported securities represent an adjustment to the 30,540 restricted stock units ("RSUs") granted to the filing person's spouse on April 6, 2023, and reported on a Form 4 filed on April 10, 2023. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs are subject to time-vesting conditions. Inclusive of the original granted amounts, the vesting schedule is as follows (each subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.) With respect to 31,359 of the RSUs, 25% will vest on February 1, 2024 and 12.5% will vest on each six-month anniversary thereafter. With respect to 4,020 of the RSUs, 50% will vest on February 1, 2024, and 50% will vest on February 1, 2025. With respect to 51,847 of the RSUs, 52% will vest on April 1, 2024, 43% will vest on April 1, 2025, and 5% will vest on April 1, 2026.
F2	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 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 spouse's continued employment with Chewy, Inc. through the vesting date.
F3	Represents 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.
F4	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.
F5	Represents RSUs granted to the filing person's spouse on April 7, 2022. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. 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.