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).
X
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Morant Michael
(Last) (First) (Middle)
7700 WEST SUNRISE BOULEVARD
(Street)
PLANTATION FL 33322
(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 10% Owner
X Officer (give title below) Other (specify below)
General Counsel
3. Date of Earliest Transaction (Month/Day/Year)
08/02/2023
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 08/02/2023 S 189(1) D $32.6195 41,282(2) D
Class A Common Stock 95,604(3) D
Class A Common Stock 486(4) D
Class A Common Stock 1,489(5) D
Class A Common Stock 2,973(6) D
Class A Common Stock 5,793(7) D
Class A Common Stock 10,885(8) D
Class A Common Stock 10,143(9) D
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
Explanation of Responses:
1. 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").
2. The amount of reported securities gives effect to a correction and reduction in the number of shares beneficially owned by the filing person, which was inadvertently overstated by 1,256 shares in the filing person's Form 3 filed on June 26, 2023, and in subsequent Forms 4 filings.
3. Represents RSUs granted to the filing person on July 5, 2023. 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 32% of these RSUs on June 1, 2024, 35% of such RSUs will vest on June 1, 2025, 31% of such RSUs will vest on June 1, 2026, and 2% of such RSUs will vest on June 1, 2027, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
4. 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.
5. 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.
6. Represents 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.
7. 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 3,722 of the RSUs, 20% of such RSUs will vest on each six-month anniversary of August 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 applicable vesting date.
8. Represents RSUs granted to the filing person on 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 6,865 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 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 continued employment with Chewy, Inc. through the applicable vesting date.
9. 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 08/04/2023
** 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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