FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION OMB APPROVAL Washington, D.C. 20549 OMB Number: 3235-0287 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Estimated average burden Instruction 1(b). STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP hours per response: 0.5 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 1. Name and Address of Reporting Person* 2. Issuer Name and Ticker or Trading Symbol 5. Relationship of Reporting Person(s) to Issuer Helfrick Susan Chewy, Inc. [CHWY ] (Check all applicable) (Last) (First) (Middle) 1855 GRIFFIN ROAD, SUITE B-428 3. Date of Earliest Transaction (Month/Day/Year) Director 10% Owner 06/26/2020 X Officer (give title below) Other (specify below) (Street) General Counsel DANIA BEACH FL 33004 (City) (State) (Zip) 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 2A. Deemed Execution 3. Transaction 4. Securities Acquired (A) or 5. Amount of Securities Beneficially 6. Ownership Form: 7. Nature of Indirect (Month/Day/Year) Date, if any Code Disposed of (D) Owned Following Reported Direct(D) or Indirect (I) Beneficial Ownership (Instr. (Month/Day/Year) (Instr. 8) (Instr. 3, 4, and 5) Transaction(s) (Instr. 4) 4) (Instr. 3 and 4) (A) Code V Amount or Price (D) Class A Common Stock 06/26/2020 S (1) 17,062 D $49.38 89,577 D Class A Common Stock 06/26/2020 S (1) 10,979 D $47.37 (2) 69,021 I By spouse Class A Common Stock 06/26/2020 S (1) 10,611 D $48.38 (3) 58,410 I By spouse Class A Common Stock 06/26/2020 S (1) 5,110 D $49.23 (4) 53,300 I By spouse Class A Common Stock 06/26/2020 S (1) 3,300 D $50.12 (5) 50,000 I By spouse Class A Common Stock 537,720 (6) (7) D Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Conversion 3. Transaction Date 3A. Deemed 4. 5. Number of 6. Date Exercisable and 7. Title and Amount of 8. Price of 9. Number of 10. 11. Nature of Derivative or Exercise (Month/Day/Year) Execution Date, if Transaction Derivative Expiration Date Securities Underlying Derivative Derivative Ownership Indirect Security Price of any Code Securities (Month/Day/Year) Derivative Security Security Securities Form: Direct Beneficial (Instr.3) Derivative (Month/Day/Year) (Instr. 8) Acquired (A) or (Instr. 3 and 4) (Instr. 5) Beneficially Owned (D) or Ownership Security Disposed of (D) Following Reported Indirect (I) (Instr. 4) (Instr. 3, 4 and 5) Transaction(s) (Instr. 4) (Instr. 4) Amount Code V (A) (D) Date Expiration or Title Exercisable Date 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 $46.91 to $47.85, 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 5 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 $47.92 to $48.89, inclusive.
4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $48.94 to $49.77, inclusive. 5. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $49.98 to $50.27, inclusive. 6. 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. 7. 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 06/30/2020 ** 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). ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.