Stacy Bowman - 02 Aug 2024 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role
Other*
Signature
/s/ Da-Wai Hu, as Attorney-in-Fact for Stacy Bowman
Issuer symbol
CHWY
Transactions as of
02 Aug 2024
Net transactions value
-$14,389
Form type
4
Filing time
06 Aug 2024, 21:02:28 UTC
Previous filing
08 Apr 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CHWY Class A Common Stock Sale $14,389 -647 -0.26% $22.24 245,561 02 Aug 2024 Direct F1
holding CHWY Class A Common Stock 24,518 02 Aug 2024 Direct F2
holding CHWY Class A Common Stock 4,565 02 Aug 2024 Direct F3
holding CHWY Class A Common Stock 2,267 02 Aug 2024 Direct F4
holding CHWY Class A Common Stock 1,192 02 Aug 2024 Direct F5
holding CHWY Class A Common Stock 3,402 02 Aug 2024 Direct F6
holding CHWY Class A Common Stock 6,534 02 Aug 2024 Direct F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Stacy Bowman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

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 on April 15, 2022 to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
F2 Represents 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. 25% of these RSUs will vest on February 1, 2025, and 6.25% of these RSUs will vest on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
F3 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.
F4 Represents 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 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.
F5 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. 50% of these RSUs will vest on September 1, 2024, and 50% of these RSUs will vest on March 1, 2025, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
F6 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. 33.33% of these RSUs will vest on each six-month anniversary of August 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
F7 Represents RSUs granted to the filing person 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. 20% of these RSUs will vest on each six-month anniversary of August 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

Remarks:

The filing person previously resigned from her position as Chewy, Inc.'s Chief Accounting Officer and principal accounting officer, effective as of July 22, 2024.