Buddy Holdings III LLC

SEC source: 0000899243-23-013187 · doc4.xml · derivative · entry 4

Argos Holdings GP LLC · CIK 0001778154 · 10% owner

Buddy Holdings II LLC · CIK 0001830864 · 10% owner

Buddy Holdings III LLC · CIK 0001843461 · 10% owner

Argos Holdings L.P. · CIK 0001778156 · 10% owner

Argos Intermediate Holdco I Inc. · CIK 0001777975 · 10% owner

Argos Intermediate Holdco II LLC · CIK 0001777969 · 10% owner

Argos Intermediate Holdco III LLC · CIK 0001777973 · 10% owner

Citrus Intermediate Holdings L.P. · CIK 0001778195 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Class A common stock, par value $0.01 · 6,124,142 shares

Expires 2023-05-16

F1 · derivative.exercise_price: On each of May 15, 2023 and May 16, 2023, Buddy Chester Sub LLC ("Buddy Sub") settled a prepaid variable forward sale contract (the "Contract") that was entered into on May 11, 2020 with the 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligated 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 on or about May 16, 2023 (the "Exchange Date")). Pursuant to the Contract, if the number of shares of Class A common stock to be delivered exceeds 9.9% of the Issuer's then outstanding shares of Class A common stock, such excess portion is to be delivered on the following business day.

F2 · derivative.exercise_price: (Continued from Footnote 1) Delivery on any business day of a number of shares of Class A common stock may not exceed 9.9% of the then outstanding shares of Class A common stock. 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 Buddy Sub retained all voting rights with respect to the Pledged Shares. On May 11, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").

F3 · derivative.exercise_price: Pursuant to the Contract, 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 received from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock delivered to the Trust under the Contract was equal to the number of Trust Securities outstanding multiplied by a conversion rate, which would be between 21.2368 and 25.4842 and would be determined by reference to the volume-weighted average trading price (the "Daily VWAP") 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 "Observation Period ").

F4 · derivative.exercise_price: Pursuant to the Contract, the conversion rate would be the sum of the following amounts determined for each of the trading days during the Observation Period: (a) if the Daily VWAP was equal to or greater than the Threshold Appreciation Price (as defined below), an amount equal to 21.2368 divided by 20; (b) if the Daily VWAP was equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), an amount that if multiplied by the Daily VWAP for such trading day would have a value equal to $50; and (c) if the Daily VWAP was equal to or less than the Initial Price, an amount equal to 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").

F5 · derivative.exercise_price: The conversion rate was determined to be 25.4842. Accordingly, 11,459,956 of the Pledged Shares were transferred to the Trust on May 15, 2023 and the remaining 6,124,142 of the Pledged Shares were transferred to the Trust on May 16, 2023.

F1 · kind: On each of May 15, 2023 and May 16, 2023, Buddy Chester Sub LLC ("Buddy Sub") settled a prepaid variable forward sale contract (the "Contract") that was entered into on May 11, 2020 with the 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligated 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 on or about May 16, 2023 (the "Exchange Date")). Pursuant to the Contract, if the number of shares of Class A common stock to be delivered exceeds 9.9% of the Issuer's then outstanding shares of Class A common stock, such excess portion is to be delivered on the following business day.

F2 · kind: (Continued from Footnote 1) Delivery on any business day of a number of shares of Class A common stock may not exceed 9.9% of the then outstanding shares of Class A common stock. 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 Buddy Sub retained all voting rights with respect to the Pledged Shares. On May 11, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").

F3 · kind: Pursuant to the Contract, 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 received from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock delivered to the Trust under the Contract was equal to the number of Trust Securities outstanding multiplied by a conversion rate, which would be between 21.2368 and 25.4842 and would be determined by reference to the volume-weighted average trading price (the "Daily VWAP") 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 "Observation Period ").

F4 · kind: Pursuant to the Contract, the conversion rate would be the sum of the following amounts determined for each of the trading days during the Observation Period: (a) if the Daily VWAP was equal to or greater than the Threshold Appreciation Price (as defined below), an amount equal to 21.2368 divided by 20; (b) if the Daily VWAP was equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), an amount that if multiplied by the Daily VWAP for such trading day would have a value equal to $50; and (c) if the Daily VWAP was equal to or less than the Initial Price, an amount equal to 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").

F5 · kind: The conversion rate was determined to be 25.4842. Accordingly, 11,459,956 of the Pledged Shares were transferred to the Trust on May 15, 2023 and the remaining 6,124,142 of the Pledged Shares were transferred to the Trust on May 16, 2023.

F6 · ownership.nature: 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 member of Buddy Sub, Buddy Holdings III LLC and Argos Intermediate Holdco II LLC ("Holdco II"). Holdco II is the sole member of Argos Intermediate Holdco III LLC ("Holdco III"). Holdco III is the sole member of Buddy Holdings II LLC.

F7 · ownership.nature: (continued from footnote 5) 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.

F8 · ownership.nature: The reported securities are held directly by Buddy Sub. 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.

SEC source: 0000899243-23-013187 · doc4.xml · nonDerivative · entry 2

Argos Holdings GP LLC · CIK 0001778154 · 10% owner

Buddy Holdings II LLC · CIK 0001830864 · 10% owner

Buddy Holdings III LLC · CIK 0001843461 · 10% owner

Argos Holdings L.P. · CIK 0001778156 · 10% owner

Argos Intermediate Holdco I Inc. · CIK 0001777975 · 10% owner

Argos Intermediate Holdco II LLC · CIK 0001777969 · 10% owner

Argos Intermediate Holdco III LLC · CIK 0001777973 · 10% owner

Citrus Intermediate Holdings L.P. · CIK 0001778195 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · kind: On each of May 15, 2023 and May 16, 2023, Buddy Chester Sub LLC ("Buddy Sub") settled a prepaid variable forward sale contract (the "Contract") that was entered into on May 11, 2020 with the 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligated 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 on or about May 16, 2023 (the "Exchange Date")). Pursuant to the Contract, if the number of shares of Class A common stock to be delivered exceeds 9.9% of the Issuer's then outstanding shares of Class A common stock, such excess portion is to be delivered on the following business day.

F2 · kind: (Continued from Footnote 1) Delivery on any business day of a number of shares of Class A common stock may not exceed 9.9% of the then outstanding shares of Class A common stock. 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 Buddy Sub retained all voting rights with respect to the Pledged Shares. On May 11, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").

F3 · kind: Pursuant to the Contract, 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 received from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock delivered to the Trust under the Contract was equal to the number of Trust Securities outstanding multiplied by a conversion rate, which would be between 21.2368 and 25.4842 and would be determined by reference to the volume-weighted average trading price (the "Daily VWAP") 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 "Observation Period ").

F4 · kind: Pursuant to the Contract, the conversion rate would be the sum of the following amounts determined for each of the trading days during the Observation Period: (a) if the Daily VWAP was equal to or greater than the Threshold Appreciation Price (as defined below), an amount equal to 21.2368 divided by 20; (b) if the Daily VWAP was equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), an amount that if multiplied by the Daily VWAP for such trading day would have a value equal to $50; and (c) if the Daily VWAP was equal to or less than the Initial Price, an amount equal to 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").

F5 · kind: The conversion rate was determined to be 25.4842. Accordingly, 11,459,956 of the Pledged Shares were transferred to the Trust on May 15, 2023 and the remaining 6,124,142 of the Pledged Shares were transferred to the Trust on May 16, 2023.

F1 · price: On each of May 15, 2023 and May 16, 2023, Buddy Chester Sub LLC ("Buddy Sub") settled a prepaid variable forward sale contract (the "Contract") that was entered into on May 11, 2020 with the 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligated 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 on or about May 16, 2023 (the "Exchange Date")). Pursuant to the Contract, if the number of shares of Class A common stock to be delivered exceeds 9.9% of the Issuer's then outstanding shares of Class A common stock, such excess portion is to be delivered on the following business day.

F2 · price: (Continued from Footnote 1) Delivery on any business day of a number of shares of Class A common stock may not exceed 9.9% of the then outstanding shares of Class A common stock. 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 Buddy Sub retained all voting rights with respect to the Pledged Shares. On May 11, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").

F3 · price: Pursuant to the Contract, 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 received from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock delivered to the Trust under the Contract was equal to the number of Trust Securities outstanding multiplied by a conversion rate, which would be between 21.2368 and 25.4842 and would be determined by reference to the volume-weighted average trading price (the "Daily VWAP") 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 "Observation Period ").

F4 · price: Pursuant to the Contract, the conversion rate would be the sum of the following amounts determined for each of the trading days during the Observation Period: (a) if the Daily VWAP was equal to or greater than the Threshold Appreciation Price (as defined below), an amount equal to 21.2368 divided by 20; (b) if the Daily VWAP was equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), an amount that if multiplied by the Daily VWAP for such trading day would have a value equal to $50; and (c) if the Daily VWAP was equal to or less than the Initial Price, an amount equal to 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").

F5 · price: The conversion rate was determined to be 25.4842. Accordingly, 11,459,956 of the Pledged Shares were transferred to the Trust on May 15, 2023 and the remaining 6,124,142 of the Pledged Shares were transferred to the Trust on May 16, 2023.

F6 · ownership.nature: 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 member of Buddy Sub, Buddy Holdings III LLC and Argos Intermediate Holdco II LLC ("Holdco II"). Holdco II is the sole member of Argos Intermediate Holdco III LLC ("Holdco III"). Holdco III is the sole member of Buddy Holdings II LLC.

F7 · ownership.nature: (continued from footnote 5) 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.

F8 · ownership.nature: The reported securities are held directly by Buddy Sub. 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.

SEC source: 0000899243-23-013187 · doc4.xml · derivative · entry 3

Argos Holdings GP LLC · CIK 0001778154 · 10% owner

Buddy Holdings II LLC · CIK 0001830864 · 10% owner

Buddy Holdings III LLC · CIK 0001843461 · 10% owner

Argos Holdings L.P. · CIK 0001778156 · 10% owner

Argos Intermediate Holdco I Inc. · CIK 0001777975 · 10% owner

Argos Intermediate Holdco II LLC · CIK 0001777969 · 10% owner

Argos Intermediate Holdco III LLC · CIK 0001777973 · 10% owner

Citrus Intermediate Holdings L.P. · CIK 0001778195 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 6,124,142

Underlying: Class A common stock, par value $0.01 · 11,459,956 shares

Expires 2023-05-15

F1 · derivative.exercise_price: On each of May 15, 2023 and May 16, 2023, Buddy Chester Sub LLC ("Buddy Sub") settled a prepaid variable forward sale contract (the "Contract") that was entered into on May 11, 2020 with the 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligated 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 on or about May 16, 2023 (the "Exchange Date")). Pursuant to the Contract, if the number of shares of Class A common stock to be delivered exceeds 9.9% of the Issuer's then outstanding shares of Class A common stock, such excess portion is to be delivered on the following business day.

F2 · derivative.exercise_price: (Continued from Footnote 1) Delivery on any business day of a number of shares of Class A common stock may not exceed 9.9% of the then outstanding shares of Class A common stock. 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 Buddy Sub retained all voting rights with respect to the Pledged Shares. On May 11, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").

F3 · derivative.exercise_price: Pursuant to the Contract, 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 received from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock delivered to the Trust under the Contract was equal to the number of Trust Securities outstanding multiplied by a conversion rate, which would be between 21.2368 and 25.4842 and would be determined by reference to the volume-weighted average trading price (the "Daily VWAP") 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 "Observation Period ").

F4 · derivative.exercise_price: Pursuant to the Contract, the conversion rate would be the sum of the following amounts determined for each of the trading days during the Observation Period: (a) if the Daily VWAP was equal to or greater than the Threshold Appreciation Price (as defined below), an amount equal to 21.2368 divided by 20; (b) if the Daily VWAP was equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), an amount that if multiplied by the Daily VWAP for such trading day would have a value equal to $50; and (c) if the Daily VWAP was equal to or less than the Initial Price, an amount equal to 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").

F5 · derivative.exercise_price: The conversion rate was determined to be 25.4842. Accordingly, 11,459,956 of the Pledged Shares were transferred to the Trust on May 15, 2023 and the remaining 6,124,142 of the Pledged Shares were transferred to the Trust on May 16, 2023.

F1 · kind: On each of May 15, 2023 and May 16, 2023, Buddy Chester Sub LLC ("Buddy Sub") settled a prepaid variable forward sale contract (the "Contract") that was entered into on May 11, 2020 with the 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligated 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 on or about May 16, 2023 (the "Exchange Date")). Pursuant to the Contract, if the number of shares of Class A common stock to be delivered exceeds 9.9% of the Issuer's then outstanding shares of Class A common stock, such excess portion is to be delivered on the following business day.

F2 · kind: (Continued from Footnote 1) Delivery on any business day of a number of shares of Class A common stock may not exceed 9.9% of the then outstanding shares of Class A common stock. 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 Buddy Sub retained all voting rights with respect to the Pledged Shares. On May 11, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").

F3 · kind: Pursuant to the Contract, 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 received from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock delivered to the Trust under the Contract was equal to the number of Trust Securities outstanding multiplied by a conversion rate, which would be between 21.2368 and 25.4842 and would be determined by reference to the volume-weighted average trading price (the "Daily VWAP") 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 "Observation Period ").

F4 · kind: Pursuant to the Contract, the conversion rate would be the sum of the following amounts determined for each of the trading days during the Observation Period: (a) if the Daily VWAP was equal to or greater than the Threshold Appreciation Price (as defined below), an amount equal to 21.2368 divided by 20; (b) if the Daily VWAP was equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), an amount that if multiplied by the Daily VWAP for such trading day would have a value equal to $50; and (c) if the Daily VWAP was equal to or less than the Initial Price, an amount equal to 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").

F5 · kind: The conversion rate was determined to be 25.4842. Accordingly, 11,459,956 of the Pledged Shares were transferred to the Trust on May 15, 2023 and the remaining 6,124,142 of the Pledged Shares were transferred to the Trust on May 16, 2023.

F6 · ownership.nature: 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 member of Buddy Sub, Buddy Holdings III LLC and Argos Intermediate Holdco II LLC ("Holdco II"). Holdco II is the sole member of Argos Intermediate Holdco III LLC ("Holdco III"). Holdco III is the sole member of Buddy Holdings II LLC.

F7 · ownership.nature: (continued from footnote 5) 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.

F8 · ownership.nature: The reported securities are held directly by Buddy Sub. 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.

SEC source: 0000899243-23-013187 · doc4.xml · nonDerivative · entry 1

Argos Holdings GP LLC · CIK 0001778154 · 10% owner

Buddy Holdings II LLC · CIK 0001830864 · 10% owner

Buddy Holdings III LLC · CIK 0001843461 · 10% owner

Argos Holdings L.P. · CIK 0001778156 · 10% owner

Argos Intermediate Holdco I Inc. · CIK 0001777975 · 10% owner

Argos Intermediate Holdco II LLC · CIK 0001777969 · 10% owner

Argos Intermediate Holdco III LLC · CIK 0001777973 · 10% owner

Citrus Intermediate Holdings L.P. · CIK 0001778195 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 6,124,142

F1 · kind: On each of May 15, 2023 and May 16, 2023, Buddy Chester Sub LLC ("Buddy Sub") settled a prepaid variable forward sale contract (the "Contract") that was entered into on May 11, 2020 with the 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligated 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 on or about May 16, 2023 (the "Exchange Date")). Pursuant to the Contract, if the number of shares of Class A common stock to be delivered exceeds 9.9% of the Issuer's then outstanding shares of Class A common stock, such excess portion is to be delivered on the following business day.

F2 · kind: (Continued from Footnote 1) Delivery on any business day of a number of shares of Class A common stock may not exceed 9.9% of the then outstanding shares of Class A common stock. 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 Buddy Sub retained all voting rights with respect to the Pledged Shares. On May 11, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").

F3 · kind: Pursuant to the Contract, 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 received from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock delivered to the Trust under the Contract was equal to the number of Trust Securities outstanding multiplied by a conversion rate, which would be between 21.2368 and 25.4842 and would be determined by reference to the volume-weighted average trading price (the "Daily VWAP") 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 "Observation Period ").

F4 · kind: Pursuant to the Contract, the conversion rate would be the sum of the following amounts determined for each of the trading days during the Observation Period: (a) if the Daily VWAP was equal to or greater than the Threshold Appreciation Price (as defined below), an amount equal to 21.2368 divided by 20; (b) if the Daily VWAP was equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), an amount that if multiplied by the Daily VWAP for such trading day would have a value equal to $50; and (c) if the Daily VWAP was equal to or less than the Initial Price, an amount equal to 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").

F5 · kind: The conversion rate was determined to be 25.4842. Accordingly, 11,459,956 of the Pledged Shares were transferred to the Trust on May 15, 2023 and the remaining 6,124,142 of the Pledged Shares were transferred to the Trust on May 16, 2023.

F1 · price: On each of May 15, 2023 and May 16, 2023, Buddy Chester Sub LLC ("Buddy Sub") settled a prepaid variable forward sale contract (the "Contract") that was entered into on May 11, 2020 with the 2020 Mandatory Exchangeable Trust (the "Trust"), a Delaware statutory trust. The Contract obligated 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 on or about May 16, 2023 (the "Exchange Date")). Pursuant to the Contract, if the number of shares of Class A common stock to be delivered exceeds 9.9% of the Issuer's then outstanding shares of Class A common stock, such excess portion is to be delivered on the following business day.

F2 · price: (Continued from Footnote 1) Delivery on any business day of a number of shares of Class A common stock may not exceed 9.9% of the then outstanding shares of Class A common stock. 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 Buddy Sub retained all voting rights with respect to the Pledged Shares. On May 11, 2020, the Trust issued 690,000 mandatory exchangeable trust securities (the "Trust Securities").

F3 · price: Pursuant to the Contract, 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 received from Buddy Sub under the Contract. The number of shares of the Issuer's Class A common stock delivered to the Trust under the Contract was equal to the number of Trust Securities outstanding multiplied by a conversion rate, which would be between 21.2368 and 25.4842 and would be determined by reference to the volume-weighted average trading price (the "Daily VWAP") 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 "Observation Period ").

F4 · price: Pursuant to the Contract, the conversion rate would be the sum of the following amounts determined for each of the trading days during the Observation Period: (a) if the Daily VWAP was equal to or greater than the Threshold Appreciation Price (as defined below), an amount equal to 21.2368 divided by 20; (b) if the Daily VWAP was equal to or less than the Threshold Appreciation Price but greater than or equal to the Initial Price (as defined below), an amount that if multiplied by the Daily VWAP for such trading day would have a value equal to $50; and (c) if the Daily VWAP was equal to or less than the Initial Price, an amount equal to 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").

F5 · price: The conversion rate was determined to be 25.4842. Accordingly, 11,459,956 of the Pledged Shares were transferred to the Trust on May 15, 2023 and the remaining 6,124,142 of the Pledged Shares were transferred to the Trust on May 16, 2023.

F6 · ownership.nature: 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 member of Buddy Sub, Buddy Holdings III LLC and Argos Intermediate Holdco II LLC ("Holdco II"). Holdco II is the sole member of Argos Intermediate Holdco III LLC ("Holdco III"). Holdco III is the sole member of Buddy Holdings II LLC.

F7 · ownership.nature: (continued from footnote 5) 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.

F8 · ownership.nature: The reported securities are held directly by Buddy Sub. 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.

SEC source: 0000899243-21-015823 · doc4.xml · derivative · entry 4

Argos Holdings GP LLC · CIK 0001778154 · 10% owner

Buddy Holdings II LLC · CIK 0001830864 · 10% owner

Buddy Holdings III LLC · CIK 0001843461 · 10% owner

Argos Holdings L.P. · CIK 0001778156 · 10% owner

Citrus Intermediate Holdings L.P. · CIK 0001778195 · 10% owner

Argos Intermediate Holdco I Inc. · CIK 0001777975 · 10% owner

Argos Intermediate Holdco II LLC · CIK 0001777969 · 10% owner

Argos Intermediate Holdco III LLC · CIK 0001777973 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 106,903,343

Underlying: Class A Common Stock, par value $0.01 · 6,150,000 shares

Expires not disclosed

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F2 · derivative.exercise_price: 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.

F1 · kind: 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.

F1 · price: 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.

F2 · price: 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.

F2 · derivative.exercise_date: 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.

F2 · derivative.expiration_date: 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.

F4 · ownership.nature: Shares of Class B common stock are held by Argos Intermediate Holdco I Inc. ("Holdco I").

F8 · ownership.nature: 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 Holdco I. Holdco I is the sole member of Buddy Sub, Buddy Holdings III LLC and Argos Intermediate Holdco II LLC ("Holdco II"). Holdco II is the sole member of Argos Intermediate Holdco III LLC ("Holdco III"). Holdco III is the sole member of Buddy Holdings II LLC.

F9 · ownership.nature: (continued from footnote 8) 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.

F13 · ownership.nature: 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 Person is the beneficial owner of any securities reported herein. The Reporting Person disclaims 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 designed or nominated by the Reporting Person, the Reporting Person may be a director of the Issuer by deputization for the purposes of Section 16 of the Exchange Act.

SEC source: 0000899243-21-015823 · doc4.xml · nonDerivative · entry 2

Argos Holdings GP LLC · CIK 0001778154 · 10% owner

Buddy Holdings II LLC · CIK 0001830864 · 10% owner

Buddy Holdings III LLC · CIK 0001843461 · 10% owner

Argos Holdings L.P. · CIK 0001778156 · 10% owner

Citrus Intermediate Holdings L.P. · CIK 0001778195 · 10% owner

Argos Intermediate Holdco I Inc. · CIK 0001777975 · 10% owner

Argos Intermediate Holdco II LLC · CIK 0001777969 · 10% owner

Argos Intermediate Holdco III LLC · CIK 0001777973 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F3 · acquired: Represents shares of Class A common stock of the Issuer sold by Argos Intermediate Holdco I Inc. under Rule 144 promulgated under the Securities Act of 1933.

F4 · ownership.nature: Shares of Class B common stock are held by Argos Intermediate Holdco I Inc. ("Holdco I").

F8 · ownership.nature: 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 Holdco I. Holdco I is the sole member of Buddy Sub, Buddy Holdings III LLC and Argos Intermediate Holdco II LLC ("Holdco II"). Holdco II is the sole member of Argos Intermediate Holdco III LLC ("Holdco III"). Holdco III is the sole member of Buddy Holdings II LLC.

F9 · ownership.nature: (continued from footnote 8) 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.

F13 · ownership.nature: 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 Person is the beneficial owner of any securities reported herein. The Reporting Person disclaims 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 designed or nominated by the Reporting Person, the Reporting Person may be a director of the Issuer by deputization for the purposes of Section 16 of the Exchange Act.

SEC source: 0000899243-21-015823 · doc4.xml · nonDerivative · entry 1

Argos Holdings GP LLC · CIK 0001778154 · 10% owner

Buddy Holdings II LLC · CIK 0001830864 · 10% owner

Buddy Holdings III LLC · CIK 0001843461 · 10% owner

Argos Holdings L.P. · CIK 0001778156 · 10% owner

Citrus Intermediate Holdings L.P. · CIK 0001778195 · 10% owner

Argos Intermediate Holdco I Inc. · CIK 0001777975 · 10% owner

Argos Intermediate Holdco II LLC · CIK 0001777969 · 10% owner

Argos Intermediate Holdco III LLC · CIK 0001777973 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 6,150,000

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · kind: 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.

F1 · price: 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.

F2 · price: 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.

F1 · acquired: 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.

F1 · ownership.nature: 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.

F4 · ownership.nature: Shares of Class B common stock are held by Argos Intermediate Holdco I Inc. ("Holdco I").

F8 · ownership.nature: 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 Holdco I. Holdco I is the sole member of Buddy Sub, Buddy Holdings III LLC and Argos Intermediate Holdco II LLC ("Holdco II"). Holdco II is the sole member of Argos Intermediate Holdco III LLC ("Holdco III"). Holdco III is the sole member of Buddy Holdings II LLC.

F9 · ownership.nature: (continued from footnote 8) 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.

F13 · ownership.nature: 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 Person is the beneficial owner of any securities reported herein. The Reporting Person disclaims 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 designed or nominated by the Reporting Person, the Reporting Person may be a director of the Issuer by deputization for the purposes of Section 16 of the Exchange Act.