0001127602-23-009070.txt : 20230306 0001127602-23-009070.hdr.sgml : 20230306 20230306162350 ACCESSION NUMBER: 0001127602-23-009070 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230302 FILED AS OF DATE: 20230306 DATE AS OF CHANGE: 20230306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Singh Sumit CENTRAL INDEX KEY: 0001777164 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38936 FILM NUMBER: 23709245 MAIL ADDRESS: STREET 1: C/O CHEWY, INC., 7700 WEST SUNRISE BLVD CITY: PLANTATION STATE: FL ZIP: 33322 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chewy, Inc. CENTRAL INDEX KEY: 0001766502 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 901020167 FISCAL YEAR END: 0202 BUSINESS ADDRESS: STREET 1: 7700 WEST SUNRISE BOULEVARD CITY: PLANTATION STATE: FL ZIP: 33322 BUSINESS PHONE: 786-320-7111 MAIL ADDRESS: STREET 1: 7700 WEST SUNRISE BOULEVARD CITY: PLANTATION STATE: FL ZIP: 33322 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2023-03-02 0001766502 Chewy, Inc. CHWY 0001777164 Singh Sumit 7700 WEST SUNRISE BOULEVARD PLANTATION FL 33322 1 1 Chief Executive Officer Class A Common Stock 2023-03-02 4 S 0 21317 39.7418 D 759876 D Class A Common Stock 373417 D Class A Common Stock 679 I By spouse Class A Common Stock 4154 I By spouse Class A Common Stock 8561 I By spouse Class A Common Stock 35848 I By spouse Class A Common Stock 2023-03-02 4 S 0 228 39.7418 D 71718 I By spouse 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"). 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 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. 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 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. 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. With respect to 4,154 of the RSUs, 50% of such RSUs will vest 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 spouse's continued employment with Chewy, Inc. through the applicable vesting date. Represents RSUs granted to the filing person's spouse on April 7, 2022. The RSUs are subject to time-vesting conditions. With respect to 6,360 of the RSUs, 16.67% of such RSUs will vest on each six-month anniversary of February 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. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. Represents RSUs granted to the filing person's spouse. 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 June 13, 2023, subject to the filing person's spouse'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 spouse's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition has been satisfied with respect to these RSUs. Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person's spouse to cover tax withholding obligations in connection with the vesting of RSUs. /s/ Susan Helfrick, as Attorney-in-Fact for Sumit Singh 2023-03-06