FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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 *

Singh Sumit
2. Issuer Name and Ticker or Trading Symbol

Chewy, Inc. [ CHWY ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

1855 GRIFFIN ROAD, SUITE B-428
3. Date of Earliest Transaction (MM/DD/YYYY)

5/11/2020
(Street)

DANIA BEACH, FL 33004
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/11/2020  S(1)  21660 D$38.329 (2)171398 D  
Class A Common Stock 5/11/2020  S(1)  33440 D$39.226 (3)137958 D  
Class A Common Stock 5/11/2020  S(1)  4900 D$39.924 (4)133058 D  
Class A Common Stock 5/11/2020  S(1)  21223 D$38.331 (5)111835 D  
Class A Common Stock 5/11/2020  S(1)  33728 D$39.218 (6)78107 D  
Class A Common Stock 5/11/2020  S(1)  5049 D$39.92 (7)73058 D  
Class A Common Stock 5/11/2020  S(1)  21662 D$38.49 (8)51396 D  
Class A Common Stock 5/11/2020  S(1)  39557 D$39.349 (9)11839 D  
Class A Common Stock 5/11/2020  S(1)  839 D$40.006 (10)11000 D  
Class A Common Stock 5/11/2020  S(11)  8056 D$38.324 (12)15023 I By spouse 
Class A Common Stock 5/11/2020  S(11)  13348 D$39.215 (13)1675 I By spouse 
Class A Common Stock 5/11/2020  S(11)  1675 D$39.931 (14)0 I By spouse 
Class A Common Stock         2987331 (15)(16)D  
Class A Common Stock         286784 (15)(16)I By spouse 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 17, 2020.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $37.81 to $38.80, 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, 3, 4, 5, 6, 7, 8, 9 and 10 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 $38.85 to $39.83, inclusive.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $39.85 to $40.03, inclusive.
(5) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $37.81 to $38.80, inclusive.
(6) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from 39.82 to $39.82, inclusive.
(7) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $40.03 to $38.00, inclusive.
(8) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $38.00 to $38.99, inclusive.
(9) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $39.00 to $39.98, inclusive.
(10) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $40.00 to $40.03, inclusive.
(11) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on April 10, 2020.
(12) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $37.81 to $38.77, 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 12, 13 and 14 to this Form 4.
(13) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $38.84 to $38.82, inclusive
(14) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $39.86 to $40.02, inclusive.
(15) Represents restricted stock units that will vest based on time vesting and share price conditions. Each restricted stock unit 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 25% of these restricted stock units on June 13, 2020 and then 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.
(16) 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 currently been satisfied with respect to 72.5% of these restricted stock units.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Singh Sumit
1855 GRIFFIN ROAD, SUITE B-428
DANIA BEACH, FL 33004
X
Chief Executive Officer

Signatures
/s/ Susan Helfrick, as Attorney-in-Fact for Sumit Singh5/13/2020
**Signature of Reporting PersonDate

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