Sumit Singh - Mar 22, 2024 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role
Chief Executive Officer, Director
Signature
/s/ Da-Wai Hu, as Attorney-in-Fact for Sumit Singh
Stock symbol
CHWY
Transactions as of
Mar 22, 2024
Transactions value $
$0
Form type
4
Date filed
3/26/2024, 05:02 PM
Previous filing
Mar 6, 2024
Next filing
Apr 4, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHWY Class A Common Stock Award $0 +322K $0.00 322K Mar 22, 2024 Direct F1
transaction CHWY Class A Common Stock Award $0 +22.1K $0.00 22.1K Mar 22, 2024 By Spouse F2
holding CHWY Class A Common Stock 1.31M Mar 22, 2024 Direct
holding CHWY Class A Common Stock 110K Mar 22, 2024 By spouse
holding CHWY Class A Common Stock 201K Mar 22, 2024 Direct F3
holding CHWY Class A Common Stock 634K Mar 22, 2024 Direct F4
holding CHWY Class A Common Stock 21.8K Mar 22, 2024 By Spouse F5
holding CHWY Class A Common Stock 77.4K Mar 22, 2024 By Spouse F6
holding CHWY Class A Common Stock 2.12K Mar 22, 2024 By spouse F7
holding CHWY Class A Common Stock 1.04K Mar 22, 2024 By spouse F8
holding CHWY Class A Common Stock 4.24K Mar 22, 2024 By spouse F9
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Represents performance-based restricted stock units ("PRSUs") granted to the filing person. Each PRSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The PRSUs were initially granted on January 18, 2024 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2023 fiscal year by the Compensation Committee of the Board of Directors. On March 22, 2024, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
F2 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 6, 2023 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2023 fiscal year by the Compensation Committee of the Board of Directors. On March 22, 2024, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the vesting date.
F3 Represents restricted stock units ("RSUs") granted to the filing person on January 18, 2024. 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. 16.7% of these RSUs will vest on each six-month anniversary of February 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
F4 Represents RSUs granted to the filing person on January 18, 2024. 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. 18.6% will vest on May 1, 2024, 18.6% will vest on December 1, 2024, 57.6% on February 1, 2025, and 5.2% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
F5 Represents RSUs granted to the filing person's spouse on January 18, 2024. 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. 50% of these RSUs will vest on May 1, 2024, and 50% will vest on December 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
F6 Represents RSUs granted to the filing person's spouse on April 6, 2023 and 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 23,520 of the RSUs, 16.7% will vest on each six-month anniversary of February 1, 2024, subject to the filing person's spouse continued employment with Chewy, Inc. through the applicable vesting date. With respect to 2,010 of the RSUs, 100% will vest on February 1, 2025, subject to the filing person's spouse continued employment with Chewy, Inc. through the applicable vesting date. 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, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
F7 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 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.
F8 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. 50% of these RSUs will vest on September 1, 2024, and 50% will vest on March 1, 2025, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
F9 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. 25% of these RSUs will vest on each six-month anniversary of February 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.

Remarks:

Exhibit 24: Power of Attorney