Sumit Singh - Apr 2, 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: Apr 2, 2024
Transactions value $: -$104,470
Form type: 4
Date filed: 4/4/2024, 04:08 PM
Previous filing: Mar 26, 2024
Next filing: Apr 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Sale	-$104K	-6.73K	-4.92%	$15.53	130K	Apr 2, 2024	By spouse	F1
holding	CHWY	Class A Common Stock						1.31M	Apr 2, 2024	Direct
holding	CHWY	Class A Common Stock						322K	Apr 2, 2024	Direct	F2
holding	CHWY	Class A Common Stock						22.1K	Apr 2, 2024	By Spouse	F3
holding	CHWY	Class A Common Stock						201K	Apr 2, 2024	Direct	F4
holding	CHWY	Class A Common Stock						634K	Apr 2, 2024	Direct	F5
holding	CHWY	Class A Common Stock						21.8K	Apr 2, 2024	By Spouse	F6
holding	CHWY	Class A Common Stock						50.4K	Apr 2, 2024	By Spouse	F7
holding	CHWY	Class A Common Stock						2.12K	Apr 2, 2024	By spouse	F8
holding	CHWY	Class A Common Stock						1.04K	Apr 2, 2024	By spouse	F9
holding	CHWY	Class A Common Stock						4.24K	Apr 2, 2024	By spouse	F10

* 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's spouse to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
F2	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.
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 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.
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. 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.
F5	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.
F6	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.
F7	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 24,887 of the RSUs, 90% will vest on April 1, 2025, and 10% will vest on April 1, 2026, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
F8	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.
F9	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.
F10	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.