SEC Info - CIE Management IX Ltd., et al. - ‘4’ for 1/9/24 re: Chewy, Inc.

Ownership Document

Schema Version: X0508

Document Type: 4

Period of Report: 1/9/24

Issuer:

Issuer CIK: 1766502

Issuer Name: Chewy, Inc.

Issuer Trading Symbol: CHWY

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1778154

Owner Name: Argos Holdings GP LLC

Reporting Owner Address:

Owner Street 1: 650 MADISON AVENUE

Owner Street 2:

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10022

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1778156

Owner Name: Argos Holdings L.P.

Reporting Owner Address:

Owner Street 1: 650 MADISON AVENUE

Owner Street 2:

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10022

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1518072

Owner Name: CIE Management IX Ltd

Reporting Owner Address:

Owner Street 1: 650 MADISON AVENUE

Owner Street 2:

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10022

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1709681

Owner Name: BC Partners Holdings Ltd

Reporting Owner Address:

Owner Street 1: 650 MADISON AVENUE

Owner Street 2:

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10022

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Reporting Owner:

Reporting Owner ID:

Owner CIK: 1778195

Owner Name: Citrus Intermediate Holdings L.P.

Reporting Owner Address:

Owner Street 1: 650 MADISON AVENUE

Owner Street 2:

Owner City: NEW YORK

Owner State: NY

Owner ZIP Code: 10022

Owner State Description:

Reporting Owner Relationship:

Is Director? No

Is Officer? No

Is Ten Percent Owner? Yes

Is Other? No

Aff 10b5 One? No

Non-Derivative Table:

Non-Derivative Transaction:

Security Title:

Value: Class A common stock, par value $0.01

Transaction Date:

Value: 1/9/24

Transaction Coding:

Transaction Form Type: 4

Transaction Code: C

Equity Swap Involved? No

Footnote ID: F1

Transaction Amounts:

Transaction Shares:

Value: 12,325,000

Transaction Price Per Share:

Footnote ID: F1

Transaction Acquired-Disposed Code:

Value: A

Post-Transaction Amounts:

Shares Owned Following Transaction:

Value: 12,325,000

Ownership Nature:

Direct or Indirect Ownership:

Value: I

Nature of Ownership:

Value: See footnotes

Footnote ID: F2

Footnote ID: F3

Non-Derivative Transaction:

Security Title:

Value: Class A common stock, par value $0.01

Transaction Date:

Value: 1/9/24

Transaction Coding:

Transaction Form Type: 4

Transaction Code: S

Equity Swap Involved? No

Transaction Amounts:

Transaction Shares:

Value: 12,325,000

Transaction Price Per Share:

Value: 20.29

Transaction Acquired-Disposed Code:

Value: D

Post-Transaction Amounts:

Shares Owned Following Transaction:

Value: 0

Ownership Nature:

Direct or Indirect Ownership:

Value: I

Nature of Ownership:

Value: See footnotes

Footnote ID: F2

Footnote ID: F3

Derivative Table:

Derivative Transaction:

Security Title:

Value: Class B Common Stock, par value $0.01

Conversion or Exercise Price:

Footnote ID: F1

Transaction Date:

Value: 1/9/24

Transaction Coding:

Transaction Form Type: 4

Transaction Code: C

Equity Swap Involved? No

Footnote ID: F1

Transaction Amounts:

Transaction Shares:

Value: 12,325,000

Transaction Price Per Share:

Footnote ID: F1

Transaction Acquired-Disposed Code:

Value: D

Exercise Date:

Footnote ID: F1

Expiration Date:

Footnote ID: F1

Underlying Security:

Underlying Security Title:

Value: Class A common stock, par value $0.01

Underlying Security Shares:

Value: 12,325,000

Post-Transaction Amounts:

Shares Owned Following Transaction:

Value: 298,863,356

Ownership Nature:

Direct or Indirect Ownership:

Value: I

Nature of Ownership:

Value: See footnotes

Footnote ID: F2

Footnote ID: F3

Footnotes:

Footnote - F1: 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. 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.

Footnote - F2: 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. CIE Management IX Limited ("CIE") 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.

Footnote - F3: The reported securities are held directly by affiliates and accounts managed by the Reporting Persons. 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: Exhibit List - Exhibit 24.2 - Power of Attorney

Owner Signature:

Signature Name: /s/ Michael Chang, as Attorney-in-Fact for the Reporting Persons

Signature Date: 1/11/24

CIE Management IX Ltd., et al. – ‘4’ for 1/9/24 re: Chewy, Inc.

On: Thursday, 1/11/24, at 8:00pm ET · For: 1/9/24 · As: 10% Owner · Accession #: 950170-24-4086 · File #: 1-38936

Previous ‘4’: ‘4’ on 5/17/23 for 5/15/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — ownership.xml/5.8

This ‘4’ Document is an XML Data File that may be rendered in various formats:

The SEC has not released XSLT Stylesheets needed to render this File’s XML Data as a Form.

CIE Management IX Ltd., et al. – ‘4’ for 1/9/24 re: Chewy, Inc.

On: Thursday, 1/11/24, at 8:00pm ET · For: 1/9/24 · As: 10% Owner · Accession #: 950170-24-4086 · File #: 1-38936

Previous ‘4’: ‘4’ on 5/17/23 for 5/15/23 · Latest ‘4’: This Filing

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — ownership.xml/5.8

This ‘4’ Document is an XML Data File that may be rendered in various formats:

The SEC has not released XSLT Stylesheets needed to render this File’s XML Data as a Form.

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34

Filing Table of Contents