SCHEDULE 13G

CUSIP No.

16679L109

Names of Reporting Persons

BC Partners Holdings Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 219,698,561.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 219,698,561.00

Aggregate Amount Beneficially Owned by Each Reporting Person

219,698,561.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

54 %

Type of Reporting Person (See Instructions)

Comment for Type of Reporting Person: The reported securities represent 219,698,561 shares of Class A Common Stock that are issuable upon conversion of shares of Class B Common Stock on a one-for-one basis. The reported percentage is calculated assuming 406,851,548 shares of Class A Common Stock outstanding based upon (i) 187,152,987 shares of Class A Common Stock outstanding as of January 30, 2025 as provided by the Issuer, as increased by (ii) 219,698,561 shares of Class A Common Stock that are issuable on a one-for-one basis upon conversion of shares of Class B Common Stock held by the Reporting Persons.

SCHEDULE 13G

CUSIP No.

16679L109

Names of Reporting Persons

CIE Management IX Limited

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

GUERNSEY

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 219,698,561.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 219,698,561.00

Aggregate Amount Beneficially Owned by Each Reporting Person

219,698,561.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

54 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

16679L109

Names of Reporting Persons

Argos Holdings GP LLC

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 219,698,561.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 219,698,561.00

Aggregate Amount Beneficially Owned by Each Reporting Person

219,698,561.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

54 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

16679L109

Names of Reporting Persons

Argos Holdings L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 219,698,561.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 219,698,561.00

Aggregate Amount Beneficially Owned by Each Reporting Person

219,698,561.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

54 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

CUSIP No.

16679L109

Names of Reporting Persons

Citrus Intermediate Holdings L.P.

Check the appropriate box if a member of a Group (see instructions)

(a)

(b)

Sec Use Only

Citizenship or Place of Organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 0.00
6	Shared Voting Power 219,698,561.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 219,698,561.00

Aggregate Amount Beneficially Owned by Each Reporting Person

219,698,561.00

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

Checkbox not checked

Percent of class represented by amount in row (9)

54 %

Type of Reporting Person (See Instructions)

SCHEDULE 13G

Item 1.

(a)

Name of issuer:

CHEWY, INC.

(b)

Address of issuer's principal executive offices:

7700 West Sunrise Boulevard, Plantation, Florida 33322

Item 2.

(a)

Name of person filing:

This statement is being jointly filed by each of the entities below pursuant to Rule 13d-1(k) promulgated by the Securities and Exchange Commission pursuant to Section 13 of the Act, all of whom together are referred to herein as the "Reporting Persons": (i) BC Partners Holdings Limited (ii) CIE Management IX Limited (iii) Argos Holdings GP LLC (iv) Argos Holdings L.P. (v) Citrus Intermediate Holdings L.P.

(b)

Address or principal business office or, if none, residence:

The principal business address of each of the Reporting Persons is as follows: 650 Madison Avenue New York, New York 10022

(c)

Citizenship:

See responses to Item 4 on each cover page.

(d)

Title of class of securities:

Class A Common Stock, $0.01 par value

(e)

CUSIP No.:

16679L109

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)

An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)

A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 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).

Item 4.

Ownership

(a)

Amount beneficially owned:

See responses to Item 9 on each cover page. The amount of securities that is beneficially owned by each of the Reporting Persons gives effect to sales of Class A Common Stock received upon conversion of shares of Class B Common Stock occuring after December 31, 2024 but prior to the date of this Statement. 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"), which indirectly is the sole equity holder of Citrus Intermediate Topco LLC and Buddy Chester Sub LLC, the direct holders of the reported securities. GP LLC is the general partner of Citrus. 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. Pursuant to Rule 13d-1 of the Act, the Reporting Persons expressly declare that the filing of this statement shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this statement held by any other person.

(b)

Percent of class:

See responses to Item 11 on each cover page. All ownership percentages reported herein are calculated assuming 406,851,548 shares of Class A Common Stock outstanding based upon (i) 187,152,987 shares of Class A Common Stock outstanding as of January 30, 2025 as provided by the Issuer, as increased by (ii) 219,698,561 shares of Class A Common Stock that are issuable on a one-for-one basis upon conversion of shares of Class B Common Stock held by the Reporting Persons. Based on these calculations, the Reporting Persons each may be deemed to beneficially own 54.00% of the Issuer's outstanding shares of Class A Common Stock.

(c)

Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page.

(ii) Shared power to vote or to direct the vote:

See responses to Item 6 on each cover page.

(iii) Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv) Shared power to dispose or to direct the disposition of:

See responses to Item 8 on each cover page.

Item 5.

Ownership of 5 Percent or Less of a Class.

Item 6.

Ownership of more than 5 Percent on Behalf of Another Person.

Not Applicable

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

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.

Certifications:

Not Applicable

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

BC Partners Holdings Limited

Signature:	/s/ Mark Rodliffe
Name/Title:	Mark Rodliffe/Authorized Signatory
Date:	02/04/2025

Signature:	/s/ Karen Jamieson
Name/Title:	Karen Jamieson/Authorized Signatory
Date:	02/04/2025

CIE Management IX Limited

Signature:	/s/ Mark Rodliffe
Name/Title:	Mark Rodliffe/Authorized Signatory
Date:	02/04/2025

Signature:	/s/ Matthew Elston
Name/Title:	Matthew Elston/Authorized Signatory
Date:	02/04/2025

Argos Holdings GP LLC

Signature:	/s/ Michael Chang
Name/Title:	Michael Chang/Authorized Signatory
Date:	02/04/2025

Argos Holdings L.P.

Signature:	/s/ Michael Chang
Name/Title:	Michael Chang/Authorized Signatory
Date:	02/04/2025

Citrus Intermediate Holdings L.P.

Signature:	/s/ Michael Chang
Name/Title:	Michael Chang/Authorized Signatory
Date:	02/04/2025

Exhibit Information

Exhibit 99.1 Joint Filing Agreement, dated as of February 12, 2024, incorporated herein by reference to Exhibit 99.1 of the statement on Schedule 13G filed by the Reporting Persons on February 12, 2024.