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

Role: Chief Technology Officer
Signature: /s/ Da-Wai Hu, as Attorney-in-Fact for Satish Mehta
Stock symbol: CHWY
Transactions as of: Apr 4, 2024
Transactions value $: $0
Form type: 4
Date filed: 4/8/2024, 04:10 PM
Previous filing: Mar 26, 2024
Next filing: May 6, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Award	$0	+157 K		$0.00	157 K	Apr 4, 2024	Direct	F1
holding	CHWY	Class A Common Stock						557 K	Apr 4, 2024	Direct
holding	CHWY	Class A Common Stock						64.9 K	Apr 4, 2024	Direct	F2
holding	CHWY	Class A Common Stock						41.1 K	Apr 4, 2024	Direct	F3
holding	CHWY	Class A Common Stock						122 K	Apr 4, 2024	Direct	F4

Explanation of Responses:

Id	Content
F1	Represents restricted stock units ("RSUs") granted to the filing person on April 4, 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. 20.24% of these RSUs will vest on February 1, 2025, 14.58% will vest on May 1, 2025, 5.06% will vest on August 1, 2025, 5.06% will vest on November 1, 2025, 9.52% will vest on December 1, 2025, and 5.06% will vest on February 1, 2026 and on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
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 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 continued employment with Chewy, Inc. through the vesting date.
F3	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.
F4	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.