Helfrick Susan Form 4 Chewy / Susan Helfrick ownership change

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^*

Helfrick Susan

(Last) (First) (Middle)

1855 GRIFFIN ROAD, SUITE B-428

(Street)

DANIA BEACH FL 33004

(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)
07/10/2020

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	07/10/2020		S(1)		11,092	D	$48.626(2)	78,485	D
Class A Common Stock	07/10/2020		S(1)		3,438	D	$49.355(3)	75,047	D
Class A Common Stock	07/10/2020		S(1)		2,400	D	$50.694(4)	72,647	D
Class A Common Stock	07/10/2020		S(1)		132	D	$51.75(5)	72,515	D
Class A Common Stock	07/10/2020		S(1)		12,239	D	$48.06(6)	37,761	I	By spouse
Class A Common Stock	07/10/2020		S(1)		4,811	D	$49.32(7)	32,950	I	By spouse
Class A Common Stock	07/10/2020		S(1)		2,750	D	$50.59(8)	30,200	I	By spouse
Class A Common Stock	07/10/2020		S(1)		200	D	$51.77(9)	30,000	I	By spouse
Class A Common Stock								537,720(10)(11)	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 sales effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $48.03 to $49.01, inclusive. The reporting person undertakes to provide to Chewy, Inc., any securityholder of Chewy, Inc. or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 2 through 9 to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $49.03 to $50.02, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $50.48 to $51.29, inclusive.

5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $51.53 to $51.82, inclusive.

6. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $48.03 to $49.02, inclusive.

7. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $49.03 to $49.91, inclusive.

8. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $50.12 to $50.86, inclusive.

9. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $51.55 to $52.00, inclusive.

10. 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 was satisfied with respect to 25% of these restricted stock units on June 13, 2020 and then will be satisfied with respect to 12.5% of these restricted stock units 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 June 13, 2024, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.

11. 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 June 13, 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.

	/s/ Susan Helfrick	07/13/2020
	** 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).
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