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Burlington Stores, Inc. Director's Dealing 2014

Dec 17, 2014

30380_dirs_2014-12-17_7986ad89-dfef-47b5-aa1b-09068a6245f0.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2014-12-16

Reporting Person: Metheny Mike (Executive Vice President)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-12-16 Common Stock M 853 $0.79 Acquired 19179 Direct
2014-12-16 Common Stock M 4214 $5.02 Acquired 23393 Direct
2014-12-16 Common Stock M 4498 $5.02 Acquired 27891 Direct
2014-12-16 Common Stock S 9565 $46.3484 Disposed 18326 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2014-12-16 Employee Stock Option (right to buy) $0.79 M 853 Disposed 2022-05-22 Common Stock (22851) Direct
2014-12-16 Employee Stock Option (right to buy) $5.02 M 4214 Disposed 2021-05-10 Common Stock (7880) Direct
2014-12-16 Employee Stock Option (right to buy) $5.02 M 4498 Disposed 2022-05-22 Common Stock (18337) Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from
$46.34 to $46.40, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington
Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold
at each separate price within the ranges set forth in footnote (1) to this Form 4.

F2: The options are currently exercisable as to 40% of the shares and become exercisable as to an additional 20% of the shares on May 22, 2015, as to an additional 20% of the shares on May 22, 2016, and as to the remaining 20% of the shares on May 22, 2017.

F3: The options are currently exercisable as to 60% of the shares and become exercisable as to an additional 20% of the shares on May 10, 2015 and as to the remaining 20% of the shares on May 10, 2016.

F4: The options are currently exercisable as to 40% of the shares and become exercisable as to an additional 20% of the shares on May 22, 2015, as to an additional 20% of the shares on May 22, 2016, and as to the remaining 20% of the shares on May 22, 2017.