0001127602-24-003565.txt : 20240206 0001127602-24-003565.hdr.sgml : 20240206 20240206160928 ACCESSION NUMBER: 0001127602-24-003565 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240202 FILED AS OF DATE: 20240206 DATE AS OF CHANGE: 20240206 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Singh Sumit CENTRAL INDEX KEY: 0001777164 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38936 FILM NUMBER: 24600325 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] ORGANIZATION NAME: 07 Trade & Services 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 2024-02-02 0001766502 Chewy, Inc. CHWY 0001777164 Singh Sumit 7700 WEST SUNRISE BOULEVARD PLANTATION FL 33322 1 1 Chief Executive Officer 1 Class A Common Stock 2024-02-02 4 S 0 192642 17.70 D 1307025 D Class A Common Stock 2024-02-02 4 S 0 3457 17.70 D 108112 I By spouse Class A Common Stock 201059 D Class A Common Stock 633800 D Class A Common Stock 21840 I By Spouse Class A Common Stock 77377 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 4697 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 "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. Represents RSUs granted to the filing person on January 18, 2024. 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. 16.7% of these RSUs will vest on each six-month anniversary of February 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. Represents RSUs granted to the filing person on January 18, 2024. 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. 18.6% will vest on May 1, 2024, 18.6% will vest on December 1, 2024, 57.6% on February 1, 2025, and 5.2% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. Represents RSUs granted to the filing person's spouse on January 18, 2024. 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. 50% of these RSUs will vest on May 1, 2024, and 50% will vest on December 1, 2024, 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 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 23,520 of the RSUs, 16.7% will vest on each six-month anniversary of February 1, 2024, subject to the filing person's spouse continued employment with Chewy, Inc. through the applicable vesting date. With respect to 2,010 of the RSUs, 100% 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's 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 4,240 of the RSUs, 25% of such RSUs will vest on each six-month anniversary of February 1, 2024, 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. /s/ Albert Watson, as Attorney-in-Fact for Sumit Singh 2024-02-06