0001127602-23-019412.txt : 20230626 0001127602-23-019412.hdr.sgml : 20230626 20230626164334 ACCESSION NUMBER: 0001127602-23-019412 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230621 FILED AS OF DATE: 20230626 DATE AS OF CHANGE: 20230626 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morant Michael CENTRAL INDEX KEY: 0001982006 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38936 FILM NUMBER: 231042923 MAIL ADDRESS: STREET 1: 7700 WEST SUNRISE BOULEVARD 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 3 1 form3.xml PRIMARY DOCUMENT X0206 3 2023-06-21 0 0001766502 Chewy, Inc. CHWY 0001982006 Morant Michael 7700 WEST SUNRISE BOULEVARD PLANTATION FL 33322 1 General Counsel Class A Common Stock 41983 D Class A Common Stock 486 D Class A Common Stock 1489 D Class A Common Stock 2973 D Class A Common Stock 6537 D Class A Common Stock 10143 D 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. 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. Represents restricted stock units ("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. 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 4,466 of the RSUs, 16.66% of such RSUs will vest on each six-month anniversary of February 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 vesting date. 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. /s/ Michael Morant 2023-06-26 EX-24 2 doc1.txt POWER OF ATTORNEY (PUBLIC): POWER OF ATTORNEY POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS June 21, 2023 KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Mario Marte, Stacy Bowman, and Albert Watson, signing singly, as the undersigned?s true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (i) execute for and on behalf of the undersigned, in the undersigned?s capacity as a director, officer or beneficial owner of shares of common stock of Chewy, Inc., a Delaware corporation (the ?Company?), any Schedule 13D or Schedule 13G, and any amendments, supplements or exhibits thereto (including any joint filing agreements) required to be filed by the undersigned under Section 13 of the Securities Exchange Act of 1934, as amended (the ?Exchange Act?), and the rules and regulations promulgated thereunder, and any Forms 3, 4 and 5 and any amendments, supplements or exhibits thereto required to be filed by the undersigned under Section 16(a) of the Exchange Act; (ii) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and timely file such forms with the United States Securities and Exchange Commission and any stock exchange on which the common stock of the Company is then listed; and (iii) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in such attorneys-in-fact?s discretion. The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorneys-in-fact?s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned?s responsibilities to comply with Section 13 and Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file reports or schedules under Section 13 or Section 16 of the Exchange Act with respect to the undersigned?s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. * * * * * IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the date first written above. /s/ Michael Morant ---------------------- Michael Morant