Satish Mehta - Feb 2, 2024 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role
Chief Technology Officer
Signature
/s/ Albert Watson, as Attorney-in-Fact for Satish Mehta
Stock symbol
CHWY
Transactions as of
Feb 2, 2024
Transactions value $
-$717,257
Form type
4
Date filed
2/6/2024, 04:07 PM
Previous filing
Jan 22, 2024
Next filing
Mar 26, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHWY Class A Common Stock Sale -$717K -40.5K -6.78% $17.70 557K Feb 2, 2024 Direct F1
holding CHWY Class A Common Stock 41.1K Feb 2, 2024 Direct F2
holding CHWY Class A Common Stock 122K Feb 2, 2024 Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

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 granted to the filing person on January 18, 2024. The RSUs are subject to time-vesting conditions. 50% of these RSUs will vest on May 1, 2024, and 50% will vest on December 1, 2024, subject to the filing person'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.
F3 Represents RSUs granted to the filing person on April 6, 2023. The RSUs are subject to time-vesting conditions. With respect to 40,582 of the RSUs, 16.7% will vest on August 1, 2024 and 16.7% 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 81,167 of the RSUs, 92% will vest on February 1, 2025, and 8% will vest on February 1, 2026, 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.