|
CUSIP
No. 16679L109
|
13G
|
Page
2 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Investors LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
3,650,528
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
3,650,528
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,650,528
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
|
|
12
|
TYPE
OF REPORTING PERSON
PN
|
|
|
|
|
|
|
|
|
CUSIP
No. 16679L109
|
13G
|
Page
3 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Performance LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
2,653,000
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,653,000
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,653,000
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.0%
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
CUSIP
No. 16679L109
|
13G
|
Page
4 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Equities II LP
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
53,060
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
53,060
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
53,060
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.1%
|
|
12
|
TYPE
OF REPORTING PERSON*
PN
|
|
|
|
|
|
|
|
|
CUSIP
No. 16679L109
|
13G
|
Page
5 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Global Equities Master Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
2,599,940
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
2,599,940
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,599,940
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
4.9%
|
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
|
|
|
|
|
|
|
|
CUSIP
No. 60770K107
|
13G
|
Page
6 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Long Fund GP LLC
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
997,528
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
997,528
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
997,528
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
|
|
12
|
TYPE
OF REPORTING PERSON
OO
|
|
|
|
|
|
|
|
|
CUSIP
No. 16679L109
|
13G
|
Page
7 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Viking Long Fund Master Ltd.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Cayman Islands
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
997,528
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
997,528
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
997,528
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.9%
|
|
12
|
TYPE
OF REPORTING PERSON*
CO
|
|
|
|
|
|
|
|
|
CUSIP
No. 16679L109
|
13G
|
Page
8 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
O.
Andreas Halvorsen
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Norway
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
3,650,528
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
3,650,528
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,650,528
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
|
|
CUSIP
No. 16679L109
|
13G
|
Page
9 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
David
C. Ott
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
3,650,528
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
3,650,528
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,650,528
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
|
|
CUSIP
No. 16679L109
|
13G
|
Page
10 of 18 Pages
|
|
1
|
NAME
OF REPORTING PERSON
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Rose
S. Shabet
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ☐
(b) ☒
|
|
3
|
SEC
USE ONLY
|
|
4
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United States
|
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
|
6
|
SHARED
VOTING POWER
3,650,528
|
|
7
|
SOLE
DISPOSITIVE POWER
0
|
|
8
|
SHARED
DISPOSITIVE POWER
3,650,528
|
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,650,528
|
|
10
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* ☐
|
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.8%
|
|
12
|
TYPE
OF REPORTING PERSON*
IN
|
|
|
|
|
|
|
|
|
|
Item
1(a).
|
Name
of Issuer:
|
Chewy,
Inc.
|
|
Item
1(b).
|
Address
of Issuer’s Principal Executive Offices:
|
1855
Griffin Road, Suite B-428
Dania
Beach, FL 33004
|
|
Item
2(a).
|
Name
of Person Filing:
|
Viking
Global Investors LP (“VGI”),
Viking
Global Performance LLC (“VGP”),
Viking
Global Equities II LP ("VGEII"),
Viking
Global Equities Master Ltd. ("VGEM"),
Viking
Long Fund GP LLC (“VLFGP”),
Viking
Long Fund Master Ltd. ("VLFM"),
O.
Andreas Halvorsen, David C. Ott and Rose S. Shabet (collectively, the "Reporting Persons")
|
|
Items 2(b).
|
Address of Principal Business Office or, if none, Residence:
|
The
business address of each of the Reporting Persons is: 55 Railroad Avenue, Greenwich, Connecticut 06830.
VGI
and VGEII are Delaware limited partnerships; VGP and VLFGP are Delaware limited liability companies; VGEM and VLFM are Cayman
Islands exempted companies; O. Andreas Halvorsen is a citizen of Norway; and David C. Ott and Rose S. Shabet are citizens of the
United States.
|
|
Item
2(d).
|
Titles
of Classes of Securities:
|
Class
A Common Stock, par value $0.01 per share.
|
|
Item
2(e).
|
CUSIP
NUMBER: 16679L109 (“Common Stock”).
|
|
|
Item 3.
|
If This Statement is Filed Pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
|
|
|
(a)
|
☐ Broker
or dealer registered under Section 15 of the Exchange Act
|
|
|
(b)
|
☐ Bank as defined in Section 3(a)(6) of the Exchange Act
|
|
|
(c)
|
☐ Insurance company as defined in Section 3(a)(19) of the Exchange Act
|
|
|
(d)
|
☐ Investment company registered under Section 8 of the Investment
Company Act of 1940
|
|
|
(e)
|
☐ Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940:
see Rule 13d-1(b)(1)(ii)(E)
|
|
|
(f)
|
☐ Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee
Retirement Income Security Act of 1974 or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F)
|
|
|
(g)
|
☐ Parent holding company, in accordance with Rule 13d-1(b)(1)(ii)(G).
|
|
|
(h)
|
☐ Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.
|
|
|
(i)
|
☐ Church Plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.
|
|
|
(j)
|
☐ Non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J). If filing as a
non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J), please specify the
type of institution:
|
|
|
(k)
|
☐ Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
A.
VGI
|
|
(a)
|
Amount
beneficially owned: 3,650,528
|
|
|
(b)
|
Percent
of Class: 6.8%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 3,650,528
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 3,650,528
|
VGI
provides managerial services to VGEII, VGEM and VLFM. VGI has the authority to dispose of and vote the shares of Common Stock
directly owned by VGEII, VGEM and VLFM. VGI does not directly own any shares of Common Stock.
Based
on Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the "Act"), VGI may be deemed to beneficially own
the shares of Common Stock directly held by VGEII, VGEM and VLFM.
VGI beneficially owns 3,650,528 shares of Common Stock consisting of (i) 53,060 shares of Common Stock directly and beneficially owned
by VGEII, (ii) 2,599,940 shares of Common Stock directly and beneficially owned by VGEM and (iii) 997,528 shares of Common Stock directly and beneficially owned by VLFM.
B.
VGP
|
|
(a)
|
Amount
beneficially owned: 2,653,000
|
|
|
(b)
|
Percent
of Class: 5.0%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 2,653,000
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 2,653,000
|
VGP,
as the general partner of VGEII, has the authority to dispose of and vote the shares of Common Stock directly owned by VGEII.
VGP serves as investment manager to VGEM and has the authority to dispose of and vote the shares of Common Stock directly owned
by VGEM. VGP does not directly own any shares of Common Stock.
Based
on Rule 13d-3 of the Act, VGP may be deemed to beneficially own the shares of Common Stock directly held by VGEII and VGEM.
VGP
beneficially owns 2,653,000 shares of Common Stock consisting of (i) 53,060 shares of Common Stock directly and beneficially owned
by VGEII and (ii) 2,599,940 shares of Common Stock directly and beneficially owned by VGEM.
C.
VGEII
|
|
(a)
|
Amount
beneficially owned: 53,060
|
|
|
(b)
|
Percent
of Class: 0.1%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 53,060
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 53,060
|
VGEII
has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its
general partner, VGP, and by VGI, an affiliate of VGP, which provides managerial services to VGEII.
D.
VGEM
|
|
(a)
|
Amount
beneficially owned: 2,599,940
|
|
|
(b)
|
Percent
of Class: 4.9%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 2,599,940
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 2,599,940
|
VGEM
has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its
investment manager, VGP, and by VGI, an affiliate of VGP, which provides managerial services to VGEM. Viking Global Equities LP
(a Delaware limited partnership) and Viking Global Equities III Ltd. (a Cayman Islands exempted company), through its investment
in VGE III Portfolio Ltd. (a Cayman Islands exempted company), invest substantially all of their assets through VGEM.
E.
VLFGP
|
|
(a)
|
Amount
beneficially owned: 997,528
|
|
|
(b)
|
Percent
of Class: 1.9%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 997,528
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 997,528
|
VLFGP
serves as the investment manager of VLFM and has the authority to dispose of and vote the shares of Common Stock directly owned
by VLFM. VLFGP does not directly own any shares of Common Stock.
Based
on Rule 13d-3 of the Act, VLFGP may be deemed to beneficially own the shares of Common Stock directly held by VLFM.
F.
VLFM
|
|
(a)
|
Amount
beneficially owned: 997,528
|
|
|
(b)
|
Percent
of Class: 1.9%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 997,528
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 997,528
|
VLFM
has the authority to dispose of and vote the shares of Common Stock directly owned by it, which power may be exercised by its
investment manager, VLFGP, and by VGI, an affiliate of VLFGP, which provides managerial services to VLFM. Viking Long Fund LP
(a Delaware limited partnership) and Viking Long Fund III Ltd. (a Cayman Islands exempted company), through its investment in
Viking Long Fund Intermediate LP (a Cayman Islands limited partnership), invest substantially all of their assets through VLFM.
G.
O. Andreas Halvorsen, David C. Ott and Rose S. Shabet
|
|
(a)
|
Amount
beneficially owned: 3,650,528
|
|
|
(b)
|
Percent
of Class: 6.8%
|
|
|
(c)
|
Number
of shares as to which such person has:
|
|
|
(i)
|
Sole
power to vote or to direct the vote: 0
|
|
|
(ii)
|
Shared
power to vote or to direct the vote: 3,650,528
|
|
|
(iii)
|
Sole
power to dispose or to direct the disposition of: 0
|
|
|
(iv)
|
Shared
power to dispose or to direct the disposition of: 3,650,528
|
Mr.
Halvorsen, Mr. Ott and Ms. Shabet, as Executive Committee Members of Viking Global Partners LLC, general partner of VGI, VGP and
VLFGP, have shared authority to dispose of and vote the shares of Common Stock beneficially owned by VGI, VGP and VLFGP.
None
of Mr. Halvorsen, Mr. Ott and Ms. Shabet directly owns any shares of Common Stock. Based on Rule 13d-3 of the Act, each may be
deemed to beneficially own the shares of Common Stock directly held by VGEII, VGEM and VLFM.
Mr.
Halvorsen, Mr. Ott and Ms. Shabet each beneficially own 3,650,528 shares of Common Stock consisting of (i) 53,060 shares of Common
Stock directly and beneficially owned by VGEII, (ii) 2,599,940 shares of Common Stock directly and beneficially owned by VGEM
and (iii) 997,528 shares of Common Stock directly and beneficially owned by VLFM.
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|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
If
this statement is being filed to report the fact that as of the date hereof the Reporting Persons have ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [ ].
|
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another Person.
|
Yes,
see Item 4.
|
|
Item
7.
|
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
|
Not
applicable.
|
|
Item 8.
|
Identification and Classification of Members of the Group.
|
Not
applicable.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
Not
applicable
|
|
Item
10.
|
Certification. (if filing pursuant to Rule 13d-1(c))
|
By
signing below each Reporting Person certifies that, to the best of its knowledge and belief, the securities referred to above
were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer
of the securities and were not acquired and not held in connection with or as a participant in any transaction having that purpose
or effect.
SIGNATURES
After
reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated:
December 12, 2019
|
|
/s/ O. ANDREAS HALVORSEN
|
|
|
By:
O. Andreas Halvorsen - individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL
INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES
II LP and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself
and VIKING LONG FUND MASTER LTD.
|
|
|
|
|
|
/s/ DAVID C. OTT
|
|
|
By:
David C. Ott - individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS
LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP
and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and
VIKING LONG FUND MASTER LTD.
|
|
|
|
|
|
/s/ ROSE S. SHABET
|
|
|
By:
Rose S. Shabet - individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS
LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP
and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and
VIKING LONG FUND MASTER LTD.
|
EXHIBIT
A - JOINT FILING AGREEMENT
This
joint filing agreement is made and entered into as of this 12th day of December, 2019, by and among Viking Global Investors
LP, Viking Global Performance LLC, Viking Global Equities II LP, Viking Global Equities Master Ltd., Viking Long Fund GP LLC,
Viking Long Fund Master Ltd., O. Andreas Halvorsen, David C. Ott and Rose S. Shabet.
The
parties hereby agree to jointly prepare and file a Schedule 13G with respect to Chewy, Inc., as well as any amendments thereto,
pursuant to the Securities Exchange Act of 1934, as amended.
IN
WITNESS WHEREOF, the parties hereto have executed this agreement as of the date first set forth above.
Dated:
December 12, 2019
|
|
/s/ O. ANDREAS HALVORSEN
|
|
|
By:
O. Andreas Halvorsen - individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL
INVESTORS LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES
II LP and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself
and VIKING LONG FUND MASTER LTD.
|
|
|
|
|
|
/s/ DAVID C. OTT
|
|
|
By: David C. Ott - individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS
LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP
and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD.
|
|
|
|
|
|
/s/ ROSE S. SHABET
|
|
|
By: Rose S. Shabet - individually and as an Executive Committee Member of VIKING GLOBAL PARTNERS LLC, on behalf of VIKING GLOBAL INVESTORS
LP, and as an Executive Committee Member of VIKING GLOBAL PERFORMANCE LLC, on behalf of itself and VIKING GLOBAL EQUITIES II LP
and VIKING GLOBAL EQUITIES MASTER LTD., and as an Executive Committee Member of VIKING LONG FUND GP LLC, on behalf of itself and VIKING LONG FUND MASTER LTD.
|