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Argos Holdings GP LLC 4

Accession 0000899243-20-012875

CIK 0001766502other
View on SEC.govCompany Profile

Filed

May 11, 8:00 PM ET

Accepted

May 12, 7:15 PM ET

Size

27.8 KB

Accession

0000899243-20-012875

Insider Transaction Report

Form 4
Period: 2020-05-08
Chewy, Inc.CHWY
Argos Holdings GP LLC
10% Owner
Transactions
  • Conversion

    Class A Common Stock, par value $0.01

    2020-05-08+17,584,098→ 17,584,098 total(indirect: See footnotes)
  • Conversion

    Class B Common Stock, par value $0.01

    2020-05-08−17,584,098→ 0 total(indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (17,584,098 underlying)
  • OtherSwap

    Forward purchase contract (obligation to sell)

    2020-05-11+17,584,098→ 17,584,098 total(indirect: See footnotes)
    From: 2023-05-16Exp: 2023-05-16→ Class A Common Stock, par value $0.01 (17,584,098 underlying)
Holdings

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (191,477,454 underlying)
    191,477,454

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (47,260,902 underlying)
    47,260,902

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (78,600,000 underlying)
    78,600,000
Buddy Chester Corp.
10% Owner
Transactions
  • Conversion

    Class B Common Stock, par value $0.01

    2020-05-08−17,584,098→ 0 total(indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (17,584,098 underlying)
  • Conversion

    Class A Common Stock, par value $0.01

    2020-05-08+17,584,098→ 17,584,098 total(indirect: See footnotes)
  • OtherSwap

    Forward purchase contract (obligation to sell)

    2020-05-11+17,584,098→ 17,584,098 total(indirect: See footnotes)
    From: 2023-05-16Exp: 2023-05-16→ Class A Common Stock, par value $0.01 (17,584,098 underlying)
Holdings

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (191,477,454 underlying)
    191,477,454

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (47,260,902 underlying)
    47,260,902

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (78,600,000 underlying)
    78,600,000
Buddy Chester Sub Corp.
10% Owner
Transactions
  • Conversion

    Class A Common Stock, par value $0.01

    2020-05-08+17,584,098→ 17,584,098 total(indirect: See footnotes)
  • OtherSwap

    Forward purchase contract (obligation to sell)

    2020-05-11+17,584,098→ 17,584,098 total(indirect: See footnotes)
    From: 2023-05-16Exp: 2023-05-16→ Class A Common Stock, par value $0.01 (17,584,098 underlying)
  • Conversion

    Class B Common Stock, par value $0.01

    2020-05-08−17,584,098→ 0 total(indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (17,584,098 underlying)
Holdings

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (191,477,454 underlying)
    191,477,454

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (47,260,902 underlying)
    47,260,902

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (78,600,000 underlying)
    78,600,000
BC Partners Holdings Ltd
10% Owner
Transactions
  • Conversion

    Class A Common Stock, par value $0.01

    2020-05-08+17,584,098→ 17,584,098 total(indirect: See footnotes)
  • OtherSwap

    Forward purchase contract (obligation to sell)

    2020-05-11+17,584,098→ 17,584,098 total(indirect: See footnotes)
    From: 2023-05-16Exp: 2023-05-16→ Class A Common Stock, par value $0.01 (17,584,098 underlying)
  • Conversion

    Class B Common Stock, par value $0.01

    2020-05-08−17,584,098→ 0 total(indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (17,584,098 underlying)
Holdings

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (47,260,902 underlying)
    47,260,902

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (78,600,000 underlying)
    78,600,000

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (191,477,454 underlying)
    191,477,454
CIE Management IX Ltd
10% Owner
Transactions
  • Conversion

    Class A Common Stock, par value $0.01

    2020-05-08+17,584,098→ 17,584,098 total(indirect: See footnotes)
  • Conversion

    Class B Common Stock, par value $0.01

    2020-05-08−17,584,098→ 0 total(indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (17,584,098 underlying)
  • OtherSwap

    Forward purchase contract (obligation to sell)

    2020-05-11+17,584,098→ 17,584,098 total(indirect: See footnotes)
    From: 2023-05-16Exp: 2023-05-16→ Class A Common Stock, par value $0.01 (17,584,098 underlying)
Holdings

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (191,477,454 underlying)
    191,477,454

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (47,260,902 underlying)
    47,260,902

  • Class B Common Stock, par value $0.01

    (indirect: See footnotes)
    → Class A Common Stock, par value $0.01 (78,600,000 underlying)
    78,600,000
Footnotes (12)
  • [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.
  • [F10](Continued from footnote 9) The Trust agreed to exchange each Trust Security for a pro rata portion of the Issuer's Class A common stock or other property it receives from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock to be delivered to the Trust under the Contract will be equal to the number of Trust Securities outstanding multiplied by a conversion rate, which will be between 21.2368 and 25.4842 and will be determined by reference to the volume-weighted average trading price of the Issuer's Class A common stock during the 20-trading day observation period beginning on, and Including, the 24th scheduled trading day immediately preceding the Exchange Date (the "Daily VWAP").
  • [F11](Continued from footnote 10) The conversion rate will be determined as follows: (a) if the Daily VWAP is equal to or greater than the Threshold Appreciation Price (as defined below), the conversion rate will equal 21.2368 divided by 20; (b) if the Daily VWAP is equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), the conversion rate will be between 21.2368 and 25.4842 divided by 20; and (c) if the Daily VWAP is equal to or less than the Initial Price, the conversion rate will be 25.4842 divided by 20. The Initial Price, which was the last reported sale price per share of the Issuer's Class A common stock on the New York Stock Exchange as of May 4, 2020, is $39.24 (the "Initial Price"). The Threshold Appreciation Price, which is approximately 120% of the Initial Price, is $47.09 (the "Threshold Appreciation Price").
  • [F12]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.
  • [F2]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.
  • [F3]Shares of Class B common stock are held by PetSmart Buddy Holdings Corp.
  • [F4]Shares of Class A common stock and forward purchase contract obligations to sell are held by Buddy Chester Sub LLC.
  • [F5]Shares of Class B common stock are held by Buddy Chester Corp.
  • [F6]Shares of Class B common stock are held by Buddy Holdings Corp.
  • [F7]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. Citrus is the sole stockholder of Argos Intermediate Holdco I Inc. ("Holdco I"). Holdco I is the sole stockholder of Argos Intermediate Holdco II Inc. ("Holdco II"). Holdco II is the sole stockholder of Argos Intermediate Holdco III Inc. ("Holdco III"). Holdco III is the sole stockholder of Buddy Holdings Corp. and Argos Holdings Inc. ("Holdings"). Holdings is the sole stockholder of PetSmart, Inc. ("PetSmart"). PetSmart is the sole stockholder of PetSmart Buddy Holdings Corp. and Buddy Chester Corp. ("Chester"). Chester is the sole stockholder of Buddy Chester Sub LLC ("Buddy Sub").
  • [F8](continued from footnote 7) CIE Management IX Limited 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 Management IX Limited.
  • [F9]On May 11, 2020, Buddy Sub entered into a forward purchase contract (the "Contract") with 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligates Buddy Sub to deliver up to 17,584,098 shares of Class A common stock, par value $0.01 per share of the Issuer (or, at Buddy Sub's election, an equivalent amount of cash based on the market price of the Issuer's Class A common stock at that time) to the Trust on May 16, 2023 (the "Exchange Date"). Buddy Sub received a cash payment of $535,222,699.50 from the Trust on the date it entered into the Contract. Buddy Sub pledged 17,584,098 shares of the Issuer's Class A common stock (the "Pledged Shares") to secure its obligations under the Contract and, unless a default or an event of default occurs, Buddy Sub retains all voting rights with respect to the Pledged Shares. On May 4, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").

Documents

1 file

Issuer

Chewy, Inc.

CIK 0001766502

→
Entity typeother
IncorporatedDE

Related Parties

1
  • filerCIK 0001778154

Filing Metadata

Form type
4
Filed
May 11, 8:00 PM ET
Accepted
May 12, 7:15 PM ET
Size
27.8 KB
View on SEC.gov