Argos Holdings GP Form 4 Change in insider ownership

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^*

Argos Holdings GP LLC

(Last)

(First)

(Middle)

650 MADISON AVENUE

(Street)

NEW YORK

10022

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.01	12/20/2019		C⁽¹⁾		6,352,546	A⁽¹⁾⁽³⁾	⁽¹⁾⁽²⁾	6,352,546	I	See footnotes⁽¹⁾⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Class A Common Stock, par value $0.01	12/20/2019		S		6,352,546	D⁽³⁾	$27.93	0	I	See footnotes⁽⁷⁾⁽⁸⁾⁽⁹⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, par value $0.01	⁽²⁾	12/20/2019		C⁽¹⁾			6,352,546	⁽²⁾	⁽²⁾	Class A Common Stock, par value $0.01	6,352,546	$0.00	195,327,454	I	See footnotes⁽⁴⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Class B Common Stock, par value $0.01	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock, par value $0.01	64,845,000		64,845,000	I	See footnotes⁽⁵⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾
Class B Common Stock, par value $0.01	⁽²⁾							⁽²⁾	⁽²⁾	Class A Common Stock, par value $0.01	78,600,000		78,600,000	I	See footnotes⁽⁶⁾⁽⁷⁾⁽⁸⁾⁽⁹⁾

1. Name and Address of Reporting Person^*

Argos Holdings GP LLC

(Last)

(First)

(Middle)

650 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Argos Holdings Inc.

(Last)

(First)

(Middle)

19601 N. 27TH AVE.

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PETSMART INC

(Last)

(First)

(Middle)

19601 N. 27TH AVE.

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Petsmart Buddy Holdings Corp.

(Last)

(First)

(Middle)

19601 N. 27TH AVE.

(Street)

PHOENIX

85027

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Argos Holdings L.P.

(Last)

(First)

(Middle)

650 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Citrus Intermediate Holdings L.P.

(Last)

(First)

(Middle)

650 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Argos Intermediate Holdco I Inc.

(Last)

(First)

(Middle)

650 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Argos Intermediate Holdco II Inc.

(Last)

(First)

(Middle)

650 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Argos Intermediate Holdco III Inc.

(Last)

(First)

(Middle)

650 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Buddy Holdings Corp.

(Last)

(First)

(Middle)

650 MADISON AVENUE

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

Explanation of Responses:

1. Each share of Class A common stock of Chewy, Inc. (the "Issuer") was issued upon conversion of one share of Class B common stock of the Issuer.

2. Shares of Class B common stock of the Issuer are convertible into shares of Class A common stock of the Issuer on a one-for-one basis at any time at the option of the holder, automatically upon any transfer, with certain exceptions, and upon certain other events as described in the Issuer's registration statement on Form S-1 (File No. 333-231095) relating to the initial public offering of its Class A common stock.

3. Represents shares of Class A common stock of the Issuer sold by PetSmart Buddy Holdings Corp. under Rule 144 promulgated under the Securities Act of 1933.

4. Shares of Class B common stock are held by PetSmart Buddy Holdings Corp.

5. Shares of Class B common stock are held by Buddy Chester Sub Corp.

6. Shares of Class B common stock are held by Buddy Holdings Corp.

7. Argos Holdings GP LLC ("GP LLC") is the general partner of Argos Holdings L.P. ("Argos"). Argos is the sole common equity holder of Citrus Intermediate Holdings L.P. ("Citrus"). GP LLC is the general partner of Citrus. Citrus is the sole stockholder of Argos Intermediate Holdco I Inc. ("Holdco I"). Holdco I is the sole stockholder of Argos Intermediate Holdco II Inc. ("Holdco II"). Holdco II is the sole stockholder of Argos Intermediate Holdco III Inc. ("Holdco III"). Holdco III is the sole stockholder of Buddy Holdings Corp. and Argos Holdings Inc. ("Holdings"). Holdings is the sole stockholder of PetSmart, Inc. ("PetSmart"). PetSmart is the sole stockholder of PetSmart Buddy Holdings Corp. and Buddy Chester Corp. ("Chester"). Chester is the sole stockholder of Buddy Chester Sub Corp.

8. (continued from footnote 7) CIE Management IX Limited controls a majority of the equity interests of GP LLC and has the power to appoint members to the board of directors of GP LLC who may exercise majority voting power at meetings of the board of directors of GP LLC. BC Partners Holdings Limited is the controlling shareholder of CIE Management IX Limited.

9. Each Reporting Person may be deemed to be the beneficial owner of all or a portion of the securities reported herein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. The Reporting Persons disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein. On the basis of the relationship between each of Mr. Raymond Svider, Mr. Fahim Ahmed, Mr. Michael Chang and other directors of the Issuer designated or nominated by the Reporting Persons, the Reporting Persons may be directors of the Issuer by deputization for the purposes of Section 16 of the Exchange Act.

Remarks:

Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, Buddy Chester Corp., Buddy Chester Sub Corp., CIE Management IX Limited and BC Partners Holdings Limited have filed a separate Form 4.

	/s/ Susan Helfrick, as Attorney-in-Fact for Reporting Person	12/26/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Argos Holdings GP Form 4Change in insider ownership