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Calculation of Filing Fee Tables
FORM S-8
(Form Type)
CHEWY, INC.
(Exact Name of Registrant as Specified in its Charter)
Table 1: Newly Registered and Carry Forward Securities
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| Security Type | Security Class Title | Fee Calculation or Carry Forward Rule | Amount Registered(1) | Proposed Maximum Offering Price Per Unit(2) | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee | Carry Forward Form Type | Carry Forward File Number | Carry Forward Initial Effective Date | Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward |
| Newly Registered Securities |
| Fees to Be Paid | Equity | Class A Common Stock, par value $0.01 per share, reserved for issuance pursuant to the Chewy, Inc. 2022 Omnibus Incentive Plan | Other(2) | 45,320,000(3) | $42.295 | $1,916,809,400.00 | 0.0000927 | $177,688.23 | | | | |
| Fees Previously Paid | | | | | | | | — | | | | |
| Carry Forward Securities |
| Carry Forward Securities | | | | | | | | | | | | |
| Total Offering Amounts | | | | | | | $177,688.23 | | | | |
| Total Fees Previously Paid | | | | | | | — | | | | |
| Total Fee Offsets | | | | | | | — | | | | |
| Net Fee Due | | | | | | | $177,688.23 | | | | |
(1) Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Class A Common Stock which become issuable under the above-named plan by reason of any stock dividend, stock split, recapitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of shares of our outstanding Class A Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) and Rule 457(h) of the Securities Act. The price per share and aggregate offering price are calculated on the basis of $42.295, the average of the high and low price of the registrant’s common stock on July 14, 2022, as reported on the New York Stock Exchange.
(3) Represents shares of Class A Common Stock issuable pursuant to the Chewy, Inc. 2022 Omnibus Incentive Plan (the “Plan”) being registered herein, which shares consist of shares of Class A Common Stock reserved and available for delivery with respect to awards under the Plan, shares of common stock that may again become available for delivery with respect to awards under the Plan pursuant to the share counting, share recycling and other terms and conditions of the Plan.