Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission

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. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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 * Mehta Satish 2. Issuer Name and Ticker or Trading Symbol Chewy, Inc. [CHWY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) Chief Technology Officer / (Last) (First) (Middle) 7700 WEST SUNRISE BOULEVARD 3. Date of Earliest Transaction (Month/Day/Year) (Street) PLANTATION FL 33322 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Join/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivate Security	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	5. Number of Derivative Securities Acquired (A) or Disposed of (D)	6. Date Exercisable and Expiration Date	7. Title and Amount of Securities Underlying Derivative Security	8. Price of Derivative Security	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)	11. Nature of Indirect Beneficial Ownership
Code	V	(A)	(D)	Date Exercisable	Expriation Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Director	10% Owner	Officer	Other
Mehta Satish 7700 WEST SUNRISE BOULEVARD PLANTATION, FL33322			Chief Technology Officer

Signatures

/s/ Da-Wai Hu, as Attorney-in-Fact for Satish Mehta	2024-08-06
**Signature of Reporting Person	Date

Explanation of Responses:

(*)	If the form is filed by more than one reporting person, see Instruction 5(b)(v).
(**)	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Represents "sell to cover" sales effected pursuant to a Rule 10b5-1 trading plan adopted by the filing person on April 15, 2022 to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs").
(2)	Represents RSUs granted to the filing person on April 4, 2024. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs are subject to time-vesting conditions. 20.24% of these RSUs will vest on February 1, 2025, 14.58% will vest on May 1, 2025, 5.06% will vest on August 1, 2025, 5.06% will vest on November 1, 2025, 9.52% will vest on December 1, 2025, and 5.06% will vest on February 1, 2026 and on each three-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date.
(3)	Represents performance-based restricted stock units ("PRSUs") granted to the filing person. Each PRSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The PRSUs were initially granted on April 6, 2023 and the amount of PRSUs eligible for vesting was subject to certification of the satisfaction of certain performance conditions for the 2023 fiscal year by the Compensation Committee of the Board of Directors. On March 22, 2024, the Compensation Committee of the Board of Directors certified the achievement of the performance conditions for the PRSUs, which vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
(4)	Represents RSUs granted to the filing person on January 18, 2024. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc. The RSUs are subject to time-vesting conditions. 100% of these RSUs will vest on December 1, 2024, subject to the filing person's continued employment with Chewy, Inc. through the vesting date.
(5)	Represents RSUs granted to the filing person on April 6, 2023. The RSUs are subject to time-vesting conditions. With respect to 33,819 of the RSUs, 20% will vest on February 1, 2025 and 20% will vest on each six-month anniversary thereafter, subject to the filing person's continued employment with Chewy, Inc. through the applicable vesting date. With respect to 81,167 of the RSUs, 92% will vest on February 1, 2025, and 8% will vest on February 1, 2026, subject to the filing person's continued employment with Chewy, Inc. through the vesting date. Each RSU represents a contingent right to receive one share of Class A common stock of Chewy, Inc.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

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