SC 13G/A

NAME OF REPORTING PERSON

BC Partners Holdings Limited

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐ (b) ☒

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

Guernsey

SC 13G/A 1 d122189dsc13ga.htm SC 13G/A SC 13G/A


CUSIP No. 16679L109		13G		Page 1 of 22 Pages

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Chewy, Inc.

(Name of Issuer)

Class A Common Stock, $0.01 par value

(Titles of Class of Securities)

16679L109

(CUSIP Number)

December 31, 2020

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

*	The remainder of this cover page shall be filled out of a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 16679L109		13G		Page 2 of 22 Pages

(a)	317,338,356 of these shares represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 3 of 22 Pages

(a)	317,338,356 of these shares represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 4 of 22 Pages

(a)	317,338,356 of these shares represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 5 of 22 Pages

(a)	317,338,356 of these shares represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 6 of 22 Pages

(a)	317,338,356 of these shares represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 7 of 22 Pages

(a)	317,338,356 of these shares represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 8 of 22 Pages

(a)	317,338,356 of these shares represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 9 of 22 Pages

(a)	317,338,356 of these shares represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 10 of 22 Pages

(a)	Represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 11 of 22 Pages

(a)	238,738,356 of these shares represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 12 of 22 Pages

(a)	238,738,356 of these shares represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 13 of 22 Pages

(a)	Represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 14 of 22 Pages

(a)	Represent shares of Class A Common Stock that are issuable in exchange for shares of Class B Common Stock on a one-for-one basis.


CUSIP No. 16679L109		13G		Page 15 of 22 Pages


CUSIP No. 16679L109		13G		Page 16 of 22 Pages

Item 1(a).

Name of Issuer:

Chewy, Inc. (the “Issuer”)

Item 1(b).

Address of Issuer’s Principal Executive Offices:

1855 Griffin Road, Suite B-428

Dania Beach, Florida 33004

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.

(vi) Argos Intermediate Holdco I Inc.

(vii) Argos Intermediate Holdco II LLC

(viii) Argos Intermediate Holdco III LLC

(ix) Buddy Holdings LLC

(x) Argos Holdings LLC

(xi) PetSmart LLC

(xii) PetSmart Buddy Holdings Corp.

(xiii) Buddy Chester Corp.

(xiv) Buddy Chester Sub LLC

The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached as Exhibit 99.1 to this Schedule 13G, pursuant to which the Reporting Persons agreed to file this Schedule 13G and any amendments thereto jointly in accordance with the provisions of Rule 13d-1(k)(1).

Subsequent to December 31, 2020 and prior to the date of this report, PetSmart Buddy Holdings Corp. and Buddy Chester Corp. were merged with and into PetSmart, LLC.

Item 2(b).

Address of Principal Business Office or, if none, Residence:

The principal business address of each of the Reporting Persons is as follows:

(i)

BC Partners Holdings Limited

Heritage Hall, Le Marchant Street

St. Peter Port, Guernsey, GY1 4HY GB

(ii)

CIE Management IX Limited

Heritage Hall, Le Marchant Street

St. Peter Port, Guernsey, GY1 4HY GB

(iii)

Argos Holdings GP LLC

650 Madison Avenue

New York, NY 10022

(iv)

Argos Holdings L.P.

650 Madison Avenue

New York, NY 10022

(v)

Citrus Intermediate Holdings L.P.

650 Madison Avenue

New York, NY 10022


CUSIP No. 16679L109		13G		Page 17 of 22 Pages

(vi)

Argos Intermediate Holdco I Inc.

650 Madison Avenue

New York, NY 10022

(vii)

Argos Intermediate Holdco II LLC

650 Madison Avenue

New York, NY 10022

(viii)

Argos Intermediate Holdco III LLC

650 Madison Avenue

New York, NY 10022

(ix)

Buddy Holdings LLC

650 Madison Avenue

New York, NY 10022

(x)

Argos Holdings LLC

19601 N. 27th Avenue

Phoenix, AZ 85027

(xi)

PetSmart LLC

19601 N. 27th Avenue

Phoenix, AZ 85027

(xii)

PetSmart Buddy Holdings Corp.

19601 N. 27th Avenue

Phoenix, AZ 85027

(xiii)

Buddy Chester Corp.

19601 N. 27th Avenue

Phoenix, AZ 85027

(xiv)

Buddy Chester Sub LLC

19601 N. 27th Avenue

Phoenix, AZ 85027

Item 2(c).

Citizenship:

See responses to Item 4 on each cover page.

Item 2(d).

Titles of Classes of Securities:

Class A Common stock, $0.01 par value per share (the “Class A Common Stock”)

Item 2(e).

CUSIP Number:

16679L109

Item 3.

Not applicable.

Item 4.

Ownership

(a)-(c)

Pursuant to and 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, 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 therein.

As of December 31, 2020, 191,477,454 shares of Class B Common Stock were held of record by PetSmart Buddy Holdings Corp., 47,260,902 shares of Class B Common Stock were held of record by Buddy Chester Corp., 17,584,098 shares of Class A Common Stock were held of record by Buddy Chester Sub LLC and 78,600,000 shares of Class B Common Stock were held of record by Buddy Holdings Corp.


CUSIP No. 16679L109		13G		Page 18 of 22 Pages

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 LLC (“Holdco II”). Holdco II is the sole member of Argos Intermediate Holdco III LLC (“Holdco III”). Holdco III is the sole member of each of Buddy Holdings LLC and Argos Holdings LLC (“Holdings”). Holdings is the sole member of PetSmart LLC (“PetSmart”). PetSmart is the sole stockholder of each of PetSmart Buddy Holdings Corp. and Buddy Chester Corp. (“Chester”). Chester is the sole member of Buddy Chester Sub LLC. 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. Subsequent to December 31, 2020 and prior to the date of this report, PetSmart Buddy Holdings Corp. and Buddy Chester Corp. were merged with and into PetSmart, LLC.

Percent of Class:

See responses to Item 11 on each cover page.

Number of shares as to which such 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 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 person has 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.

Not Applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not Applicable.


CUSIP No. 16679L109		13G		Page 19 of 22 Pages

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

Not Applicable.


CUSIP No. 16679L109		13G		Page 20 of 22 Pages

SIGNATURE

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.

Dated: February 16, 2021


BC PARTNERS HOLDINGS LIMITED

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Attorney-in-fact

CIE MANAGEMENT IX LIMITED

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Attorney-in-fact

ARGOS HOLDINGS GP LLC

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Attorney-in-fact

ARGOS HOLDINGS L.P.

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Attorney-in-fact

CITRUS INTERMEDIATE HOLDINGS L.P.

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Attorney-in-fact

ARGOS INTERMEDIATE HOLDCO I INC.

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Authorized Signatory

ARGOS INTERMEDIATE HOLDCO II LLC

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Authorized Signatory


CUSIP No. 16679L109		13G		Page 21 of 22 Pages


ARGOS INTERMEDIATE HOLDCO III LLC

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Authorized Signatory

BUDDY HOLDINGS LLC

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Authorized Signatory

ARGOS HOLDINGS LLC

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Authorized Signatory

PETSMART LLC

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Authorized Signatory

BUDDY CHESTER SUB LLC

By:		/s/ Alan Schnaid
Name:		Alan Schnaid
Title:		Authorized Signatory


CUSIP No. 16679L109		13G		Page 22 of 22 Pages

EXHIBIT INDEX


Exhibit No.

99.1		Joint Filing Agreement dated as of February 14, 2020, by and among each of the Reporting Persons (Incorporated by reference to Exhibit 99.1 to the Schedule 13G filed with the Securities and Exchange Commission by the Reporting Persons on February 14, 2020)

SEC Form SC 13G/A filed