Amended Statement of Ownership (sc 13g/a)
February 14 2020 - 04:39PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G/A
Under the Securities Exchange Act of 1934
(Amendment No. 2-exit filing)*
Chewy,
inc. |
(Name of Issuer)
|
Class A Common Stock,
$0.01 par value per share |
(Title of Class of Securities)
|
16679L109 |
(CUSIP Number)
|
December 31, 2019 |
(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which
this Schedule 13G is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided
in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the Notes).
CUSIP No. 16679L109 |
(1)
Names of Reporting Persons |
|
Melvin Capital Management LP |
(2) Check the Appropriate
Box if a Member of a Group |
(a)
[ ] |
|
(b) [ ] |
(3) SEC Use Only |
(4)
Citizenship or Place of Organization |
|
Delaware |
Number of Shares Beneficially Owned By Each Reporting Person
With |
|
(5) Sole Voting Power: |
0 |
|
|
(6) Shared Voting Power: |
225,000* |
|
|
(7) Sole Dispositive Power: |
0 |
|
|
(8) Shared Dispositive Power: |
225,000* |
|
|
|
|
|
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person |
|
225,000* |
(10)
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions): |
|
[ ] |
(11)
Percent of Class Represented by Amount in Row (9) |
|
0.4%* |
(12)
Type of Reporting Person |
|
IA |
|
|
|
|
|
|
|
* See Item 4 for additional information.
CUSIP No. 16679L109 |
(1)
Names of Reporting Persons |
|
Melvin Capital Master Fund Ltd |
(2) Check the Appropriate
Box if a Member of a Group |
(a)
[ ] |
|
(b) [ ] |
(3) SEC Use Only |
(4)
Citizenship or Place of Organization |
|
Cayman Islands |
Number of Shares Beneficially Owned By Each Reporting Person
With |
|
(5) Sole Voting Power: |
0 |
|
|
(6) Shared Voting Power: |
153,574* |
|
|
(7) Sole Dispositive Power: |
0 |
|
|
(8) Shared Dispositive Power: |
153,574* |
|
|
|
|
|
(9)
Aggregate Amount Beneficially Owned by Each Reporting Person |
|
153,574* |
(10)
Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions): |
|
[ ] |
(11)
Percent of Class Represented by Amount in Row (9) |
|
0.3%* |
(12)
Type of Reporting Person |
|
CO |
|
|
|
|
|
|
|
* See Item 4 for additional information.
Item 1(a). Name Of Issuer: |
|
Chewy, Inc. (the “Issuer”) |
Item 1(b). Address of Issuer’s Principal Executive
Offices: |
|
1855 Griffin Road, Suite B-428
Dania Beach, Florida 33004
|
Item 2(a). Name of Person Filing: |
|
This report on Schedule 13G is being jointly filed by (i) Melvin
Capital Management LP, a Delaware limited partnership (the “Firm”)
and (ii) Melvin Capital Master Fund Ltd, a Cayman Islands exempted
company (“Melvin Master”, and, together with the Firm, the
“Reporting Persons”). |
Item 2(b). Address of Principal Business Office or,
if None, Residence: |
|
The address for the Reporting Persons is: 535 Madison Avenue,
22nd Floor, New York, NY 10022. |
Item 2(c). Citizenship: |
|
The Firm is organized under the laws of the State of Delaware.
Melvin Master is organized under the laws of the Cayman
Islands. |
Item 2(d). Title of Class of Securities: |
|
Class
A Common Stock, $0.01 par value per share (the “Common
Stock”). |
Item 2(e). CUSIP No.: |
|
16679L109 |
Item 3. If This Statement Is Filed Pursuant to Section
240.13d-1(b) or 240.13d-2(b) or (c), check whether the Person
Filing is a: |
|
Not
Applicable. |
Item 4. Ownership: |
|
|
As
reported in the cover pages to this report, the ownership
information with respect to the Firm is as follows: |
|
|
|
|
|
(a)
Amount Beneficially Owned: |
225,000* |
|
|
(b)
Percent of Class: |
0.4%* |
|
|
(c)
Number of Shares as to which such person has: |
|
|
|
(i)
Sole power to vote or to direct the vote: |
0 |
|
|
(ii)
Shared power to vote or to direct the vote: |
225,000* |
|
|
(iii)
Sole power to dispose or to direct the disposition of: |
0 |
|
|
(iv)
Shared power to dispose or to direct the disposition of: |
225,000* |
|
|
|
|
|
|
As
reported in the cover pages to this report, the ownership
information with respect to Melvin Master is as follows: |
|
|
|
|
|
(a)
Amount Beneficially Owned: |
153,574* |
|
|
(b)
Percent of Class: |
0.3%* |
|
|
(c)
Number of Shares as to which such person has: |
|
|
|
(i)
Sole power to vote or to direct the vote: |
0 |
|
|
(ii)
Shared power to vote or to direct the vote: |
153,574* |
|
|
(iii)
Sole power to dispose or to direct the disposition of: |
0 |
|
|
(iv)
Shared power to dispose or to direct the disposition of: |
153,574* |
|
* The Firm is the investment manager to Melvin Master, Melvin
Capital Onshore LP, a Delaware limited partnership (“Melvin
Onshore”), and one or more managed accounts (the “Managed
Accounts”). As such, as of December 31, 2019, the Firm may be
deemed to beneficially own an aggregate of 225,000 shares of Common
Stock of the Issuer, consisting of (i) 153,574 shares of Common
Stock held by Melvin Master, (ii) 25,713 shares of Common Stock
held by Melvin Onshore and (iii) 45,713 shares of Common Stock held
by the Managed Accounts. Gabriel Plotkin is the managing member of
the general partner of the Firm and exercises investment discretion
with respect to these securities. Ownership percentages are based
on 53,475,000 shares of Common Stock reported as issued and
outstanding in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on December 9,
2019.
Item 5. Ownership of Five Percent or Less of a
Class |
|
If this statement is being filed to report the fact that as of the
date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check
the following: [X] |
Item 6. Ownership of More Than Five Percent on Behalf
of Another Person |
|
Not
Applicable. |
Item 7. Identification and Classification of the
Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person |
|
Not
Applicable. |
Item 8. Identification and Classification of Members
of the Group |
|
Not
Applicable. |
Item 9. Notice of Dissolution of Group |
|
Not
Applicable. |
Item 10. Certification |
|
By
signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect. |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement
is true, complete and correct.
|
February 14, 2020 |
|
|
|
|
|
MELVIN CAPITAL MANAGEMENT LP |
|
|
|
|
|
|
|
|
By: |
/s/ Evan Cohen |
|
|
Name: Evan
Cohen |
|
|
Title: Chief
Compliance Officer |
|
|
|
|
|
|
|
|
MELVIN CAPITAL MASTER FUND LTD
By:
Melvin Capital Management LP, its Investment Manager
|
|
|
|
|
|
|
|
|
By: |
/s/ Evan Cohen |
|
|
Name: Evan
Cohen |
|
|
Title: Chief
Compliance Officer |
|
Attention: Intentional misstatements or omissions of fact
constitute
Federal criminal violations (See 18 U.S.C. 1001)
Exhibit Index
Exhibit |
1. Joint Filing Agreement
dated as of July 31, 2019, by and between Melvin Capital Management
LP and Melvin Capital Master Fund Ltd. (incorporated by reference
to Exhibit 1 to the Schedule 13G filed with the Securities and
Exchange Commission on July 31, 2019).
|
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