0001127602-22-017658.txt : 20220616 0001127602-22-017658.hdr.sgml : 20220616 20220616203231 ACCESSION NUMBER: 0001127602-22-017658 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220614 FILED AS OF DATE: 20220616 DATE AS OF CHANGE: 20220616 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: 221022097 MAIL ADDRESS: STREET 1: C/O CHEWY, INC., 1855 GRIFFIN ROAD CITY: DANIA BEACH STATE: FL ZIP: 33004 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chewy, Inc. CENTRAL INDEX KEY: 0001766502 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 BUSINESS ADDRESS: STREET 1: 1855 GRIFFIN ROAD, SUITE B-42 CITY: DANIA BEACH STATE: FL ZIP: 33004 BUSINESS PHONE: 786-320-7111 MAIL ADDRESS: STREET 1: 1855 GRIFFIN ROAD, SUITE B-42 CITY: DANIA BEACH STATE: FL ZIP: 33004 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2022-06-14 0001766502 Chewy, Inc. CHWY 0001777164 Singh Sumit 1855 GRIFFIN ROAD, SUITE B-428 DANIA BEACH FL 33004 1 1 Chief Executive Officer Class A Common Stock 2022-06-14 4 S 0 155250 27.183 D 722701 D Class A Common Stock 2022-06-14 4 S 0 14904 27.183 D 69821 I By spouse Class A Common Stock 62500 D Class A Common Stock 746834 D Class A Common Stock 679 I By spouse Class A Common Stock 5070 I By spouse Class A Common Stock 12424 I By spouse Class A Common Stock 71696 I By spouse Represents shares sold to satisfy tax liability upon the vesting of restricted stock units. Represents restricted stock units granted to the filing person on April 5, 2021. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The restricted stock units will vest on March 1, 2023, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. Represents restricted stock units. Each restricted stock unit 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 restricted stock units on December 13, 2022 and at the end of each six-month period thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition will be satisfied with respect to a percentage of these restricted stock units, 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 100% of these restricted stock units. 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 restricted stock units granted to the filing person's spouse on April 5, 2021. Each restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. With respect to 4,154 of the restricted stock units, 50% of such restricted stock units will vest on September 1, 2023, 25% of such restricted stock units will vest on March 1, 2024, and 12.5% of such restricted stock units 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. The remaining 916 of the restricted stock units will vest on March 1, 2023, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. Represents restricted stock units granted to the filing person's spouse on April 7, 2022. The restricted stock units are subject to time-vesting conditions. With respect to 8,480 of the restricted stock units, 25% of such restricted stock units will vest on February 1, 2023 and 12.5% of such restricted stock units 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. With respect to 457 of the restricted stock units, 100% of such restricted stock units 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 3,487 of the restricted stock units, 50% of such restricted stock units will vest on February 1, 2023, and the remaining 50% of the restricted stock units 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 restricted stock unit represents a contingent right to receive one share of Class A common stock of Chewy, Inc. Represents restricted stock units granted to the filing person's spouse. Each restricted stock unit 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 restricted stock units on December 13, 2022 and at the end of each six-month period thereafter, subject to the filing person's spouse's continued employment with Chewy, Inc. through the applicable vesting date. The share price condition will be satisfied with respect to a percentage of these restricted stock units, 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 100% of these restricted stock units. /s/ Susan Helfrick, as Attorney-in-Fact for Sumit Singh 2022-06-16