Burlington Stores, Inc. — Director's Dealing 2014

Oct 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2014-10-10

Reporting Person: Patrick Tricia (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-10	Common Stock	S	7252629	$38.10	Disposed	32873639	Indirect

Footnotes

F1: Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners IX, L.P. which is the sole general partner of Bain Capital Fund IX, L.P., which is the sole member Bain Capital Fund IX, LLC ("Fund IX"). On October 10, 2014, Fund IX sold 3,343,751 shares of Common Stock. Following such sale, Fund IX held 15,701,119 shares of Common Stock.

F2: BCI is also the administrative member of Bain Capital Integral Investors, LLC ("Integral"). On October 10, 2014, Integral sold 3,812,783 shares of Common Stock. Following such sale, Integral held 16,755,159 shares of Common Stock.

F3: BCI is also the administrative member of BCIP TCV, LLC ("BCIP TCV"). On October 10, 2014, BCIP TCV sold 94,214 shares of Common Stock. Following such sale, BCIP TCV held 389,582 shares of Common Stock.

F4: BCI is also the managing partner of BCIP Associates-G ("BCIP G" and together with Fund IX, Integral and BCIP TCV, the "Bain Entities"). On October 10, 2014, BCIP G sold 1,881 shares of Common Stock. Following such sale, BCIP G held 7,779 shares of Common Stock.

F5: Tricia Patrick is a Principal of BCI. By virtue of the relationships described in these footnotes, Ms. Patrick may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Bain Entities. Ms. Patrick disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.