Michael Morant - 02 Aug 2023 Form 4 Insider Report for Chewy, Inc. (CHWY)

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
04 Aug 2023, 16:10:08 UTC
Prior SEC filing
07 Jul 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Michael Morant

Key filing fact

Michael Morant filed Form 4 for Chewy, Inc. (CHWY) on 04 Aug 2023.

Key facts

  • This page summarizes Michael Morant's Form 4 filing for Chewy, Inc. (CHWY).
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 04 Aug 2023, 16:10.

Change

  • Previous filing in this sequence was filed on 07 Jul 2023.
  • Current net transaction value: -$6,165.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

CHWY transaction

Class A Common Stock

Sale

Transaction value
$6,165
Shares
-189
Change %
-0.46%
Price
$32.62
Shares after
41,282
Date
02 Aug 2023
Ownership
Direct
Footnotes
F1, F2
CHWY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
95,604
Date
02 Aug 2023
Ownership
Direct
Footnotes
F3
CHWY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
486
Date
02 Aug 2023
Ownership
Direct
Footnotes
F4
CHWY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
1,489
Date
02 Aug 2023
Ownership
Direct
Footnotes
F5
CHWY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
2,973
Date
02 Aug 2023
Ownership
Direct
Footnotes
F6
CHWY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
5,793
Date
02 Aug 2023
Ownership
Direct
Footnotes
F7
CHWY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
10,885
Date
02 Aug 2023
Ownership
Direct
Footnotes
F8
CHWY holding

Class A Common Stock

No transaction description listed

Transaction value
Shares
Change %
Price
Shares after
10,143
Date
02 Aug 2023
Ownership
Direct
Footnotes
F9
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Rule 10b5-1 trading plan

These transactions were reported as open-market trades under a Rule 10b5-1 plan. The plan lets an insider set trading instructions in advance, which can reduce the risk of trading while in possession of material nonpublic information.

Original filing language: transaction made pursuant to a contract, instruction, or written plan intended to satisfy Rule 10b5-1(c).

Explanation of responses 9 footnotes

Footnote 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").

Footnote F2

The amount of reported securities gives effect to a correction and reduction in the number of shares beneficially owned by the filing person, which was inadvertently overstated by 1,256 shares in the filing person's Form 3 filed on June 26, 2023, and in subsequent Forms 4 filings.

Footnote F3

Represents RSUs granted to the filing person on July 5, 2023. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The time-vesting condition will be satisfied with respect to 32% of these RSUs on June 1, 2024, 35% of such RSUs will vest on June 1, 2025, 31% of such RSUs will vest on June 1, 2026, and 2% of such RSUs will vest on June 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

Footnote F4

Represents performance-based restricted stock units ("PRSUs"). 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 5, 2021 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2021 fiscal year by the Compensation Committee of the Board of Directors. On March 31, 2022, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on March 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

Footnote F5

Represents PRSUs. 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.

Footnote F6

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. The time-vesting condition will be satisfied with respect to 50% of these RSUs on September 1, 2023, 25% of such RSUs will vest on March 1, 2024, and 12.5% of such RSUs will vest on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

Footnote F7

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. The RSUs are subject to time-vesting conditions. With respect to 327 of the RSUs, 100% will vest on March 1, 2024. With respect to 3,722 of the RSUs, 20% of such RSUs will vest on each six-month anniversary of August 1, 2023, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 1,744 of the RSUs, 100% of such RSUs will vest on February 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

Footnote F8

Represents RSUs granted to the filing person on 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 6,865 of the RSUs, 25% will vest on February 1, 2024 and 12.5% 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 4,020 of the RSUs, 50% will vest on February 1, 2024, and 50% will vest on February 1, 2025, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

Footnote F9

Represents RSUs granted to the filing person on June 6, 2022. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs will vest on June 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.

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