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

Role: General Counsel
Signature: /s/ Michael Morant
Stock symbol: CHWY
Transactions as of: Jun 26, 2023
Transactions value $: $0
Form type: 4
Date filed: 6/28/2023, 04:09 PM
Previous filing: Jun 26, 2023
Next filing: Jul 7, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Award	$0	+10.9K		$0.00	10.9K	Jun 26, 2023	Direct	F1
holding	CHWY	Class A Common Stock						42K	Jun 26, 2023	Direct
holding	CHWY	Class A Common Stock						486	Jun 26, 2023	Direct	F2
holding	CHWY	Class A Common Stock						1.49K	Jun 26, 2023	Direct	F3
holding	CHWY	Class A Common Stock						2.97K	Jun 26, 2023	Direct	F4
holding	CHWY	Class A Common Stock						6.54K	Jun 26, 2023	Direct	F5
holding	CHWY	Class A Common Stock						10.1K	Jun 26, 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 June 26, 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. With respect to 6,865 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 4,020 of the RSUs, 50% will vest on February 1, 2024, and 50% will vest on February 1, 2025, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
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 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.
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 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.
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	Represents RSUs granted to the filing person 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 327 of the RSUs, 100% will vest on March 1, 2024. With respect to 4,466 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 1,744 of the RSUs, 100% of such RSUs will vest on February 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
F6	Represents RSUs granted to the filing person on June 6, 2022. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs will vest on June 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.