Statement of Changes in Beneficial Ownership (4)
December 16 2020 - 5:21PM
Edgar (US Regulatory)
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
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1. Name and Address of Reporting Person
*
Symancyk James Kevin |
2. Issuer Name and Ticker or Trading Symbol
Chewy, Inc.
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CHWY
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
1855 GRIFFIN ROAD, SUITE B-428 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2020 |
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(Street)
DANIA BEACH, FL 33004
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 12/14/2020 | | S | | 11965 (1) | D | $83.194 (2) | 260901 | D | |
| Class A Common Stock | 12/14/2020 | | S | | 29235 (1) | D | $84.212 (3) | 231666 | D | |
| Class A Common Stock | 12/14/2020 | | S | | 300 (1) | D | $85.025 | 231366 | D | |
| Class A Common Stock | | | | | | | | 466545 (4) | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. 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 Date | 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 of Derivative Security: 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 shares sold to satisfy tax liability upon the vesting of restricted stock units. |
| (2) | The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions in prices ranging from $82.90 to $83.86, inclusive. The reporting person undertakes to provide to Chewy, Inc.,
any security holder 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 range set forth in footnote 2 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 $83.90 to $84.79, inclusive. The reporting person undertakes to provide to Chewy, Inc.,
any security holder 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 range set forth in footnote 3 to this Form 4. |
| (4) | 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 will be satisfied with respect to 20% of these restricted stock units on June 13, 2021 and at the end of each six-month period thereafter, subject to the filing person's continued service 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 December 14, 2024, subject to the filing person's continued service with Chewy, Inc. through the applicable vesting date. The share price condition has been satisfied with respect to 100% of these restricted stock units. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Symancyk James Kevin
1855 GRIFFIN ROAD, SUITE B-428
DANIA BEACH, FL 33004 | X |
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Signatures
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| /s/ Susan Helfrick, as Attorney-in-Fact for James Kevin Symancyk | | 12/16/2020 |
| **Signature of Reporting Person | Date |
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