0001127602-23-023847.txt : 20230907
0001127602-23-023847.hdr.sgml : 20230907
20230907160849
ACCESSION NUMBER: 0001127602-23-023847
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20230905
FILED AS OF DATE: 20230907
DATE AS OF CHANGE: 20230907
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: 231242331
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
X0508
4
2023-09-05
0001766502
Chewy, Inc.
CHWY
0001777164
Singh Sumit
7700 WEST SUNRISE BOULEVARD
PLANTATION
FL
33322
1
1
Chief Executive Officer
1
Class A Common Stock
2023-09-05
4
S
0
785
24.9964
D
98916
I
By spouse
Class A Common Stock
992212
D
Class A Common Stock
87226
I
By Spouse
Class A Common Stock
2121
I
By spouse
Class A Common Stock
679
I
By spouse
Class A Common Stock
2077
I
By spouse
Class A Common Stock
7501
I
By spouse
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 restricted stock units ("RSUs").
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 continued employment with Chewy, Inc. through the applicable vesting date.
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.
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.
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.
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.
Exhibit 24: Power of Attorney
/s/ Albert Watson, as Attorney-in-Fact for Sumit Singh
2023-09-07
EX-24
2
doc1.txt
POWER OF ATTORNEY (PUBLIC): EXHIBIT 24: POWER OF ATTORNEY
POWER OF ATTORNEY
FOR SECTION 16 REPORTING OBLIGATIONS
September 5, 2023
KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Stacy Bowman,Elliot Basner 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/ Sumit Singh
----------------------
Sumit Singh