Sumit Singh - 18 Jan 2024 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role: Chief Executive Officer, Director
Signature: /s/ Albert Watson, as Attorney-in-Fact for Sumit Singh
Issuer symbol: CHWY
Transactions as of: 18 Jan 2024
Net transactions value: $0
Form type: 4
Filing time: 22 Jan 2024, 16:09:57 UTC
Previous filing: 07 Sep 2023
Next filing: 06 Feb 2024
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Award	$0	+268,078		$0.000000	268,078	18 Jan 2024	Direct	F1
transaction	CHWY	Class A Common Stock	Award	$0	+1,074,236		$0.000000	1,074,236	18 Jan 2024	Direct	F2
transaction	CHWY	Class A Common Stock	Award	$0	+21,840		$0.000000	21,840	18 Jan 2024	By Spouse	F3
holding	CHWY	Class A Common Stock						992,212	18 Jan 2024	Direct
holding	CHWY	Class A Common Stock						98,916	18 Jan 2024	By spouse
holding	CHWY	Class A Common Stock						87,226	18 Jan 2024	By Spouse	F4
holding	CHWY	Class A Common Stock						2,121	18 Jan 2024	By spouse	F5
holding	CHWY	Class A Common Stock						679	18 Jan 2024	By spouse	F6
holding	CHWY	Class A Common Stock						2,077	18 Jan 2024	By spouse	F7
holding	CHWY	Class A Common Stock						7,501	18 Jan 2024	By spouse	F8

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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. 25% of these RSUs will vest on February 1, 2024, and 12.5% of these 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.
F2	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. 41% of these RSUs will vest on February 1, 2024, 11% will vest on May 1, 2024, 11% will vest on December 1, 2024, 34% on February 1, 2025, and 3% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
F3	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.
F4	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 31,359 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 spouse 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 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.
F5	Represents performance-based restricted stock units ("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.
F6	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 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 spouse's continued employment with Chewy, Inc. through the vesting date.
F7	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 March 1, 2024, and 25% of these RSUs will vest on each six-month anniversary thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.
F8	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. With respect to 5,300 of the RSUs, 20% of such RSUs will vest on each six-month anniversary of August 1, 2023, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 457 of the RSUs, 100% of such RSUs will vest on March 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the vesting date. With respect to 1,744 of the RSUs, such RSUs will vest on February 1, 2024, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date.