Satish Mehta - Apr 6, 2023 Form 4 Insider Report for Chewy, Inc. (CHWY)

Role: Chief Technology Officer
Signature: /s/ Susan Helfrick, as Attorney-in-Fact for Satish Mehta
Stock symbol: CHWY
Transactions as of: Apr 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 4/10/2023, 04:23 PM
Previous filing: Mar 6, 2023
Next filing: Jun 16, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	* Price $	Shares After	Date	Ownership	Footnotes
transaction	CHWY	Class A Common Stock	Award	$0	+223K	$0.00	223K	Apr 6, 2023	Direct	F1
holding	CHWY	Class A Common Stock					412K	Apr 6, 2023	Direct
holding	CHWY	Class A Common Stock					134K	Apr 6, 2023	Direct	F2

* 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 April 6, 2023. The RSUs are subject to time-vesting conditions. With respect to 54,109 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 169,097 of the RSUs, 52% will vest on February 1, 2024, 44% will vest on February 1, 2025, and 4% 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.
F2	Represents RSUs. 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 on June 13, 2023, subject to the filing person's continued employment with Chewy, Inc. through such vesting date. The share price condition will be satisfied with respect to a percentage of these RSUs, as and when the price per share of Class A common stock specified in Chewy, Inc.'s Registration Statement on Form S-1 (File No. 333-231095), as amended, is achieved, on a weighted-average basis, on every trading day during a consecutive 45-day trading period completed prior to December 14, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition has been satisfied with respect to these RSUs.

Content

Represents restricted stock units ("RSUs") granted to the filing person on April 6, 2023. The RSUs are subject to time-vesting conditions. With respect to 54,109 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 169,097 of the RSUs, 52% will vest on February 1, 2024, 44% will vest on February 1, 2025, and 4% 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.

Represents RSUs. 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 on June 13, 2023, subject to the filing person's continued employment with Chewy, Inc. through such vesting date. The share price condition will be satisfied with respect to a percentage of these RSUs, as and when the price per share of Class A common stock specified in Chewy, Inc.'s Registration Statement on Form S-1 (File No. 333-231095), as amended, is achieved, on a weighted-average basis, on every trading day during a consecutive 45-day trading period completed prior to December 14, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition has been satisfied with respect to these RSUs.