<SEC-DOCUMENT>0000899243-19-016926.txt : 20190613
<SEC-HEADER>0000899243-19-016926.hdr.sgml : 20190613
<ACCEPTANCE-DATETIME>20190613203044
ACCESSION NUMBER:		0000899243-19-016926
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20190613
FILED AS OF DATE:		20190613
DATE AS OF CHANGE:		20190613

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Argos Holdings GP LLC
		CENTRAL INDEX KEY:			0001778154
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38936
		FILM NUMBER:		19897393

	BUSINESS ADDRESS:	
		STREET 1:		C/O CHEWY, INC., 1855 GRIFFIN ROAD
		CITY:			DANIA BEACH
		STATE:			FL
		ZIP:			33004
		BUSINESS PHONE:		7863207111

	MAIL ADDRESS:	
		STREET 1:		C/O CHEWY, INC., 1855 GRIFFIN ROAD
		CITY:			DANIA BEACH
		STATE:			FL
		ZIP:			33004

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Argos Holdings Inc.
		CENTRAL INDEX KEY:			0001777910
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38936
		FILM NUMBER:		19897394

	BUSINESS ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027
		BUSINESS PHONE:		6235872038

	MAIL ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			PETSMART INC
		CENTRAL INDEX KEY:			0000863157
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-RETAIL STORES, NEC [5990]
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0202

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38936
		FILM NUMBER:		19897395

	BUSINESS ADDRESS:	
		STREET 1:		19601 N 27TH AVE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027
		BUSINESS PHONE:		6235806100

	MAIL ADDRESS:	
		STREET 1:		19601 N 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Petsmart Buddy Holdings Corp.
		CENTRAL INDEX KEY:			0001777954
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38936
		FILM NUMBER:		19897396

	BUSINESS ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027
		BUSINESS PHONE:		6235872038

	MAIL ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Argos Holdings L.P.
		CENTRAL INDEX KEY:			0001778156
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38936
		FILM NUMBER:		19897397

	BUSINESS ADDRESS:	
		STREET 1:		C/O CHEWY, INC., 1855 GRIFFIN ROAD
		CITY:			DANIA BEACH
		STATE:			FL
		ZIP:			33004
		BUSINESS PHONE:		7863207111

	MAIL ADDRESS:	
		STREET 1:		C/O CHEWY, INC., 1855 GRIFFIN ROAD
		CITY:			DANIA BEACH
		STATE:			FL
		ZIP:			33004

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Citrus Intermediate Holdings L.P.
		CENTRAL INDEX KEY:			0001778195
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38936
		FILM NUMBER:		19897398

	BUSINESS ADDRESS:	
		STREET 1:		C/O CHEWY, INC., 1855 GRIFFIN ROAD
		CITY:			DANIA BEACH
		STATE:			FL
		ZIP:			33004
		BUSINESS PHONE:		7863207111

	MAIL ADDRESS:	
		STREET 1:		C/O CHEWY, INC., 1855 GRIFFIN ROAD
		CITY:			DANIA BEACH
		STATE:			FL
		ZIP:			33004

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Argos Intermediate Holdco I Inc.
		CENTRAL INDEX KEY:			0001777975
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38936
		FILM NUMBER:		19897399

	BUSINESS ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027
		BUSINESS PHONE:		6235872038

	MAIL ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Argos Intermediate Holdco II Inc.
		CENTRAL INDEX KEY:			0001777969
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38936
		FILM NUMBER:		19897400

	BUSINESS ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027
		BUSINESS PHONE:		6235872038

	MAIL ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Argos Intermediate Holdco III Inc.
		CENTRAL INDEX KEY:			0001777973
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38936
		FILM NUMBER:		19897401

	BUSINESS ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027
		BUSINESS PHONE:		6235872038

	MAIL ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Buddy Holdings Corp.
		CENTRAL INDEX KEY:			0001777950
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-38936
		FILM NUMBER:		19897402

	BUSINESS ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027
		BUSINESS PHONE:		6235872038

	MAIL ADDRESS:	
		STREET 1:		C/O PETSMART, INC., 19601 N. 27TH AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85027

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Chewy, Inc.
		CENTRAL INDEX KEY:			0001766502
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-CATALOG & MAIL-ORDER HOUSES [5961]
		IRS NUMBER:				000000000
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	BUSINESS ADDRESS:	
		STREET 1:		1855 GRIFFIN ROAD, SUITE B-42
		CITY:			DANIA BEACH
		STATE:			FL
		ZIP:			33004
		BUSINESS PHONE:		786-320-7111

	MAIL ADDRESS:	
		STREET 1:		1855 GRIFFIN ROAD, SUITE B-42
		CITY:			DANIA BEACH
		STATE:			FL
		ZIP:			33004
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2019-06-13</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001766502</issuerCik>
        <issuerName>Chewy, Inc.</issuerName>
        <issuerTradingSymbol>CHWY</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001778154</rptOwnerCik>
            <rptOwnerName>Argos Holdings GP LLC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>650 MADISON AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10022</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001777910</rptOwnerCik>
            <rptOwnerName>Argos Holdings Inc.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>19601 N. 27TH AVE.</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>PHOENIX</rptOwnerCity>
            <rptOwnerState>AZ</rptOwnerState>
            <rptOwnerZipCode>85027</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000863157</rptOwnerCik>
            <rptOwnerName>PETSMART INC</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>19601 N. 27TH AVE.</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>PHOENIX</rptOwnerCity>
            <rptOwnerState>AZ</rptOwnerState>
            <rptOwnerZipCode>85027</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001777954</rptOwnerCik>
            <rptOwnerName>Petsmart Buddy Holdings Corp.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>19601 N. 27TH AVE.</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>PHOENIX</rptOwnerCity>
            <rptOwnerState>AZ</rptOwnerState>
            <rptOwnerZipCode>85027</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001778156</rptOwnerCik>
            <rptOwnerName>Argos Holdings L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>650 MADISON AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10022</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001778195</rptOwnerCik>
            <rptOwnerName>Citrus Intermediate Holdings L.P.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>650 MADISON AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10022</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001777975</rptOwnerCik>
            <rptOwnerName>Argos Intermediate Holdco I Inc.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>650 MADISON AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10022</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001777969</rptOwnerCik>
            <rptOwnerName>Argos Intermediate Holdco II Inc.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>650 MADISON AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10022</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001777973</rptOwnerCik>
            <rptOwnerName>Argos Intermediate Holdco III Inc.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>650 MADISON AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10022</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001777950</rptOwnerCik>
            <rptOwnerName>Buddy Holdings Corp.</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>650 MADISON AVENUE</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>NEW YORK</rptOwnerCity>
            <rptOwnerState>NY</rptOwnerState>
            <rptOwnerZipCode>10022</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <derivativeTable>
        <derivativeHolding>
            <securityTitle>
                <value>Class B common stock, par value $0.01</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A common stock, par value $0.01</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>249555000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnotes</value>
                    <footnoteId id="F2"/>
                    <footnoteId id="F5"/>
                    <footnoteId id="F6"/>
                    <footnoteId id="F7"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Class B common stock, par value $0.01</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A common stock, par value $0.01</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>64845000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnotes</value>
                    <footnoteId id="F3"/>
                    <footnoteId id="F5"/>
                    <footnoteId id="F6"/>
                    <footnoteId id="F7"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
        <derivativeHolding>
            <securityTitle>
                <value>Class B common stock, par value $0.01</value>
            </securityTitle>
            <conversionOrExercisePrice>
                <footnoteId id="F1"/>
            </conversionOrExercisePrice>
            <exerciseDate>
                <footnoteId id="F1"/>
            </exerciseDate>
            <expirationDate>
                <footnoteId id="F1"/>
            </expirationDate>
            <underlyingSecurity>
                <underlyingSecurityTitle>
                    <value>Class A common stock, par value $0.01</value>
                </underlyingSecurityTitle>
                <underlyingSecurityShares>
                    <value>78600000</value>
                </underlyingSecurityShares>
            </underlyingSecurity>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnotes</value>
                    <footnoteId id="F4"/>
                    <footnoteId id="F5"/>
                    <footnoteId id="F6"/>
                    <footnoteId id="F7"/>
                </natureOfOwnership>
            </ownershipNature>
        </derivativeHolding>
    </derivativeTable>

    <footnotes>
        <footnote id="F1">Shares of Class B common stock of Chewy, Inc. (the &quot;Issuer&quot;) 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.</footnote>
        <footnote id="F2">Shares of Class B common stock are held by PetSmart Buddy Holdings Corp.</footnote>
        <footnote id="F3">Shares of Class B common stock are held by Buddy Chester Sub Corp.</footnote>
        <footnote id="F4">Shares of Class B common stock are held by Buddy Holdings Corp.</footnote>
        <footnote id="F5">Argos Holdings GP LLC (&quot;GP LLC&quot;) is the general partner of Argos Holdings L.P. (the &quot;Argos&quot;). Argos is the sole common equity holder of Citrus Intermediate Holdings L.P. (&quot;Citrus&quot;). GP LLC is the general partner of Citrus. Citrus is the sole stockholder of Argos Intermediate Holdco I Inc. (&quot;Holdco I&quot;). Holdco I is the sole stockholder of Argos Intermediate Holdco II Inc. (&quot;Holdco II&quot;). Holdco II is the sole stockholder of Argos Intermediate Holdco III Inc. (&quot;Holdco III&quot;). Holdco III is the sole stockholder of Buddy Holdings Corp. and Argos Holdings Inc. (&quot;Holdings&quot;). Holdings is the sole stockholder of PetSmart, Inc. (&quot;PetSmart&quot;). PetSmart is the sole stockholder of PetSmart Buddy Holdings Corp. and Buddy Chester Corp. (&quot;Chester&quot;). Chester is the sole stockholder of Buddy Chester Sub Corp.</footnote>
        <footnote id="F6">(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.</footnote>
        <footnote id="F7">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 &quot;Exchange Act&quot;), 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 designed 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.</footnote>
    </footnotes>

    <remarks>Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, Buddy Chester Corp., Buddy Chester Sub Corp., CIE Management IX Limited and BC Partners Holdings Limited have filed a separate Form 3.
Exhibit 24: Power of Attorney</remarks>

    <ownerSignature>
        <signatureName>/s/ Susan Helfrick, as Attorney-in-Fact for the Reporting Persons</signatureName>
        <signatureDate>2019-06-13</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 13, 2019

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

        (i)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director, officer or beneficial owner of shares of
              common stock of Chewy, Inc., a Delaware corporation (the
              "Company"), any Schedule 13D or Schedule 13G, and any amendments,
              supplements or exhibits thereto (including any joint filing
              agreements) required to be filed by the undersigned under Section
              13 of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), and the rules and regulations promulgated
              thereunder, and any Forms 3, 4 and 5 and any amendments,
              supplements or exhibits thereto required to be filed by the
              undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
              timely file such forms with the United States Securities and
              Exchange Commission and any stock exchange on which the common
              stock of the Company is then listed; and

        (iii) take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorneys-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorneys-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorneys-in-fact may approve in
              such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                *  *  *  *  *


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                  ARGOS HOLDINGS GP LLC


                                  By:     /s/ Michael Chang
                                         -------------------------------------
                                  Name:   Michael Chang
                                  Title:  Authorized Signatory


                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 13, 2019

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

        (i)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director, officer or beneficial owner of shares of
              common stock of Chewy, Inc., a Delaware corporation (the
              "Company"), any Schedule 13D or Schedule 13G, and any amendments,
              supplements or exhibits thereto (including any joint filing
              agreements) required to be filed by the undersigned under Section
              13 of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), and the rules and regulations promulgated
              thereunder, and any Forms 3, 4 and 5 and any amendments,
              supplements or exhibits thereto required to be filed by the
              undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
              timely file such forms with the United States Securities and
              Exchange Commission and any stock exchange on which the common
              stock of the Company is then listed; and

        (iii) take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorneys-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorneys-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorneys-in-fact may approve in
              such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                *  *  *  *  *


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                  ARGOS HOLDINGS L.P.


                                  By:     /s/ Michael Chang
                                         -------------------------------------
                                  Name:   Michael Chang
                                  Title:  Authorized Signatory



                              POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 13, 2019

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

        (i)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director, officer or beneficial owner of shares of
              common stock of Chewy, Inc., a Delaware corporation (the
              "Company"), any Schedule 13D or Schedule 13G, and any amendments,
              supplements or exhibits thereto (including any joint filing
              agreements) required to be filed by the undersigned under Section
              13 of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), and the rules and regulations promulgated
              thereunder, and any Forms 3, 4 and 5 and any amendments,
              supplements or exhibits thereto required to be filed by the
              undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
              timely file such forms with the United States Securities and
              Exchange Commission and any stock exchange on which the common
              stock of the Company is then listed; and

        (iii) take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorneys-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorneys-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorneys-in-fact may approve in
              such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                *  *  *  *  *


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                  CITRUS INTERMEDIATE HOLDINGS L.P.


                                  By:     /s/ Michael Chang
                                         -------------------------------------
                                  Name:   Michael Chang
                                  Title:  Authorized Signatory


                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 13, 2019

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

        (i)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director, officer or beneficial owner of shares of
              common stock of Chewy, Inc., a Delaware corporation (the
              "Company"), any Schedule 13D or Schedule 13G, and any amendments,
              supplements or exhibits thereto (including any joint filing
              agreements) required to be filed by the undersigned under Section
              13 of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), and the rules and regulations promulgated
              thereunder, and any Forms 3, 4 and 5 and any amendments,
              supplements or exhibits thereto required to be filed by the
              undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
              timely file such forms with the United States Securities and
              Exchange Commission and any stock exchange on which the common
              stock of the Company is then listed; and

        (iii) take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorneys-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorneys-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorneys-in-fact may approve in
              such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                *  *  *  *  *


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                  ARGOS INTERMEDIATE HOLDCO I INC.


                                  By:    /s/ Alan M. Schnaid
                                         -------------------------------------
                                  Name:  Alan M. Schnaid
                                  Title: President and Chief Financial Officer


                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 13, 2019

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

        (i)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director, officer or beneficial owner of shares of
              common stock of Chewy, Inc., a Delaware corporation (the
              "Company"), any Schedule 13D or Schedule 13G, and any amendments,
              supplements or exhibits thereto (including any joint filing
              agreements) required to be filed by the undersigned under Section
              13 of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), and the rules and regulations promulgated
              thereunder, and any Forms 3, 4 and 5 and any amendments,
              supplements or exhibits thereto required to be filed by the
              undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
              timely file such forms with the United States Securities and
              Exchange Commission and any stock exchange on which the common
              stock of the Company is then listed; and

        (iii) take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorneys-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorneys-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorneys-in-fact may approve in
              such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                *  *  *  *  *


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                  ARGOS INTERMEDIATE HOLDCO II INC.


                                  By:    /s/ Alan M. Schnaid
                                         -------------------------------------
                                  Name:  Alan M. Schnaid
                                  Title: President and Chief Financial Officer


                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 13, 2019

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

        (i)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director, officer or beneficial owner of shares of
              common stock of Chewy, Inc., a Delaware corporation (the
              "Company"), any Schedule 13D or Schedule 13G, and any amendments,
              supplements or exhibits thereto (including any joint filing
              agreements) required to be filed by the undersigned under Section
              13 of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), and the rules and regulations promulgated
              thereunder, and any Forms 3, 4 and 5 and any amendments,
              supplements or exhibits thereto required to be filed by the
              undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
              timely file such forms with the United States Securities and
              Exchange Commission and any stock exchange on which the common
              stock of the Company is then listed; and

        (iii) take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorneys-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorneys-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorneys-in-fact may approve in
              such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                *  *  *  *  *


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                  ARGOS INTERMEDIATE HOLDCO III INC.


                                  By:    /s/ Alan M. Schnaid
                                         -------------------------------------
                                  Name:  Alan M. Schnaid
                                  Title: President and Chief Financial Officer


                              POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 13, 2019

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

        (i)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director, officer or beneficial owner of shares of
              common stock of Chewy, Inc., a Delaware corporation (the
              "Company"), any Schedule 13D or Schedule 13G, and any amendments,
              supplements or exhibits thereto (including any joint filing
              agreements) required to be filed by the undersigned under Section
              13 of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), and the rules and regulations promulgated
              thereunder, and any Forms 3, 4 and 5 and any amendments,
              supplements or exhibits thereto required to be filed by the
              undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
              timely file such forms with the United States Securities and
              Exchange Commission and any stock exchange on which the common
              stock of the Company is then listed; and

        (iii) take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorneys-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorneys-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorneys-in-fact may approve in
              such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                *  *  *  *  *


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                  BUDDY HOLDINGS CORP.


                                  By:    /s/ Alan M. Schnaid
                                         -------------------------------------
                                  Name:  Alan M. Schnaid
                                  Title: President and Chief Financial Officer


                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 13, 2019

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

        (i)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director, officer or beneficial owner of shares of
              common stock of Chewy, Inc., a Delaware corporation (the
              "Company"), any Schedule 13D or Schedule 13G, and any amendments,
              supplements or exhibits thereto (including any joint filing
              agreements) required to be filed by the undersigned under Section
              13 of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), and the rules and regulations promulgated
              thereunder, and any Forms 3, 4 and 5 and any amendments,
              supplements or exhibits thereto required to be filed by the
              undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
              timely file such forms with the United States Securities and
              Exchange Commission and any stock exchange on which the common
              stock of the Company is then listed; and

        (iii) take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorneys-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorneys-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorneys-in-fact may approve in
              such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                *  *  *  *  *


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                  ARGOS HOLDINGS INC.


                                  By:    /s/ Alan M. Schnaid
                                         -------------------------------------
                                  Name:  Alan M. Schnaid
                                  Title: President and Chief Financial Officer


                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 13, 2019

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

        (i)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director, officer or beneficial owner of shares of
              common stock of Chewy, Inc., a Delaware corporation (the
              "Company"), any Schedule 13D or Schedule 13G, and any amendments,
              supplements or exhibits thereto (including any joint filing
              agreements) required to be filed by the undersigned under Section
              13 of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), and the rules and regulations promulgated
              thereunder, and any Forms 3, 4 and 5 and any amendments,
              supplements or exhibits thereto required to be filed by the
              undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
              timely file such forms with the United States Securities and
              Exchange Commission and any stock exchange on which the common
              stock of the Company is then listed; and

        (iii) take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorneys-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorneys-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorneys-in-fact may approve in
              such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                *  *  *  *  *


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                  PETSMART, INC.


                                  By:    /s/ Lacey J. Bundy
                                         -------------------------------------
                                  Name:  Lacey J. Bundy
                                  Title: SVP, General Counsel & Secretary


                               POWER OF ATTORNEY
                      FOR SECTION 16 REPORTING OBLIGATIONS

                                 June 13, 2019

        KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes,
constitutes and appoints Susan Helfrick, Mario Marte and Michael Morant, signing
singly, as the undersigned's true and lawful attorneys-in-fact, with full power
and authority as hereinafter described on behalf of and in the name, place and
stead of the undersigned to:

        (i)   execute for and on behalf of the undersigned, in the undersigned's
              capacity as a director, officer or beneficial owner of shares of
              common stock of Chewy, Inc., a Delaware corporation (the
              "Company"), any Schedule 13D or Schedule 13G, and any amendments,
              supplements or exhibits thereto (including any joint filing
              agreements) required to be filed by the undersigned under Section
              13 of the Securities Exchange Act of 1934, as amended (the
              "Exchange Act"), and the rules and regulations promulgated
              thereunder, and any Forms 3, 4 and 5 and any amendments,
              supplements or exhibits thereto required to be filed by the
              undersigned under Section 16(a) of the Exchange Act;

        (ii)  do and perform any and all acts for and on behalf of the
              undersigned which may be necessary or desirable to complete and
              execute any such Schedule 13D, Schedule 13G, Form 3, 4, or 5 and
              timely file such forms with the United States Securities and
              Exchange Commission and any stock exchange on which the common
              stock of the Company is then listed; and

        (iii) take any other action of any type whatsoever in connection with
              the foregoing which, in the opinion of such attorneys-in-fact, may
              be of benefit to, in the best interest of, or legally required by,
              the undersigned, it being understood that the documents executed
              by such attorneys-in-fact on behalf of the undersigned pursuant to
              this Power of Attorney shall be in such form and shall contain
              such terms and conditions as such attorneys-in-fact may approve in
              such attorneys-in-fact's discretion.

        The undersigned hereby grants to such attorneys-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorneys-in-fact's substitute or
substitutes, shall lawfully do or cause to be done by virtue of this Power of
Attorney and the rights and powers herein granted. The undersigned acknowledges
that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is the Company assuming, any
of the undersigned's responsibilities to comply with Section 13 and Section 16
of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file reports or schedules under Section 13
or Section 16 of the Exchange Act with respect to the undersigned's holdings of
and transactions in securities issued by the Company, unless earlier revoked by
the undersigned in a signed writing delivered to the foregoing attorneys-in-
fact.

                                *  *  *  *  *


        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the date first written above.


                                  PETSMART BUDDY HOLDINGS CORP.


                                  By:    /s/ Alan M. Schnaid
                                         -------------------------------------
                                  Name:  Alan M. Schnaid
                                  Title: President and Chief Financial Officer

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