SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Argos Holdings GP LLC

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Chewy, Inc. [ CHWY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/12/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 04/12/2021 C(1) 6,150,000 A(1) (1)(2) 6,150,000 I See footnotes(1)(4)(8)(9)(13)
Class A Common Stock, par value $0.01 04/12/2021 S 6,150,000 D(3) $81.5 0 I See footnotes(4)(8)(9)(13)
Class A Common Stock, par value $0.01 17,584,098 I See footnotes(7)(8)(9)(10)(11)(12)(13)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock, par value $0.01 (2) 04/12/2021 C(1) 6,150,000 (2) (2) Class A Common Stock, par value $0.01 6,150,000 $0.00(1)(2) 106,903,343 I See footnotes(4)(8)(9)(13)
Class B Common Stock, par value $0.01 (2) (2) (2) Class A Common Stock, par value $0.01 165,000,000 165,000,000 I See footnotes(5)(8)(9)(13)
Class B Common Stock, par value $0.01 (2) (2) (2) Class A Common Stock, par value $0.01 39,285,013 39,285,013 I See footnotes(6)(8)(9)(13)
Forward purchase contract (obligation to sell) (10)(11)(12) (10)(11)(12) (10)(11)(12) Class A Common Stock, par value $0.01 17,584,098 17,584,098 I See footnotes(7)(8)(9)(10)(11)(12)(13)
1. Name and Address of Reporting Person*
Argos Holdings GP LLC

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Buddy Holdings II LLC

(Last) (First) (Middle)
19601 N. 27TH AVE.

(Street)
PHOENIX AZ 85027

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Buddy Holdings III LLC

(Last) (First) (Middle)
19601 N. 27TH AVE.

(Street)
PHOENIX AZ 85027

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Argos Holdings L.P.

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Citrus Intermediate Holdings L.P.

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Argos Intermediate Holdco I Inc.

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Argos Intermediate Holdco II LLC

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Argos Intermediate Holdco III LLC

(Last) (First) (Middle)
650 MADISON AVENUE

(Street)
NEW YORK NY 10022

(City) (State) (Zip)
Explanation of Responses:
1. Each share of Class A common stock of Chewy, Inc. (the "Issuer") was issued upon conversion of one share of Class B common stock of the Issuer.
2. Shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at any time at the option of the holder, automatically upon any transfer, with certain exceptions, and upon certain other events as described in the Issuer's registration statement on Form S-1 (File No. 333-231095) relating to the initial public offering of its Class A common stock.
3. Represents shares of Class A common stock of the Issuer sold by Argos Intermediate Holdco I Inc. under Rule 144 promulgated under the Securities Act of 1933.
4. Shares of Class B common stock are held by Argos Intermediate Holdco I Inc. ("Holdco I").
5. Shares of Class B common stock are held by Buddy Holdings II LLC.
6. Shares of Class B common stock are held by Buddy Holdings III LLC.
7. Shares of Class A common stock and forward purchase contract obligations to sell are held by Buddy Chester Sub LLC ("Buddy Sub").
8. Argos Holdings GP LLC ("GP LLC") is the general partner of Argos Holdings L.P. ("Argos"). Argos is the sole common equity holder of Citrus Intermediate Holdings L.P. ("Citrus"). GP LLC is the general partner of Citrus. Citrus is the sole stockholder of Holdco I. Holdco I is the sole member of Buddy Sub, Buddy Holdings III LLC and Argos Intermediate Holdco II LLC ("Holdco II"). Holdco II is the sole member of Argos Intermediate Holdco III LLC ("Holdco III"). Holdco III is the sole member of Buddy Holdings II LLC.
9. (continued from footnote 8) CIE Management IX Limited controls a majority of the equity interests of GP LLC and has the power to appoint members to the board of directors of GP LLC who may exercise majority voting power at meetings of the board of directors of GP LLC. BC Partners Holdings Limited is the controlling shareholder of CIE Management IX Limited.
10. On May 11, 2020, Buddy Sub entered into a forward purchase contract (the "Contract") with 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligates Buddy Sub to deliver up to 17,584,098 shares of Class A common stock, par value $0.01 per share of the Issuer (or, at Buddy Sub's election, an equivalent amount of cash based on the market price of the Issuer's Class A common stock at that time) to the Trust on May 16, 2023 (the "Exchange Date"). Buddy Sub received a cash payment of $535,222,699.50 from the Trust on the date it entered into the Contract. Buddy Sub pledged 17,584,098 shares of the Issuer's Class A common stock (the "Pledged Shares") to secure its obligations under the Contract and, unless a default or an event of default occurs, Buddy Sub retains all voting rights with respect to the Pledged Shares. On May 4, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").
11. (Continued from footnote 10) The Trust agreed to exchange each Trust Security for a pro rata portion of the Issuer's Class A common stock or other property it receives from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock to be delivered to the Trust under the Contract will be equal to the number of Trust Securities outstanding multiplied by a conversion rate, which will be between 21.2368 and 25.4842 and will be determined by reference to the volume-weighted average trading price of the Issuer's Class A common stock during the 20-trading day observation period beginning on, and Including, the 24th scheduled trading day immediately preceding the Exchange Date (the "Daily VWAP").
12. (Continued from footnote 11) The conversion rate will be determined as follows: (a) if the Daily VWAP is equal to or greater than the Threshold Appreciation Price (as defined below), the conversion rate will equal 21.2368 divided by 20; (b) if the Daily VWAP is equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), the conversion rate will be between 21.2368 and 25.4842 divided by 20; and (c) if the Daily VWAP is equal to or less than the Initial Price, the conversion rate will be 25.4842 divided by 20. The Initial Price, which was the last reported sale price per share of the Issuer's Class A common stock on the New York Stock Exchange as of May 4, 2020, is $39.24 (the "Initial Price"). The Threshold Appreciation Price, which is approximately 120% of the Initial Price, is $47.09 (the "Threshold Appreciation Price").
13. Each Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the Reporting Person is the beneficial owner of any securities reported herein. The Reporting Person disclaims beneficial ownership of such securities except to the extent of their pecuniary interest therein. On the basis of the relationship between each of Mr. Raymond Svider, Mr. Fahim Ahmed, Mr. Michael Chang and other directors of the Issuer designed or nominated by the Reporting Person, the Reporting Person may be a director of the Issuer by deputization for the purposes of Section 16 of the Exchange Act.
Remarks:
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Buddy Chester Sub LLC, CIE Management IX Ltd and BC Partners Holdings Ltd, have filed a separate Form 4.
/s/ Alan Schnaid, as Attorney-in-Fact for the Reporting Persons 04/14/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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