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Burlington Stores, Inc. Director's Dealing 2014

Jun 3, 2014

30380_dirs_2014-06-03_5cf10b4c-0d8a-42b3-95ba-1176ffc20208.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: 2014-05-30

Reporting Person: BEKENSTEIN JOSHUA (Director, 10% Owner)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2014-05-30 Common Stock S 1800000 $24.7844 Disposed 40823639 Indirect

Footnotes

F1: Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners IX, L.P. ("BCP IX"), which is the sole general partner of Bain Capital Fund IX, L.P. ("Fund IX LP"), which is the sole member of Bain Capital Fund IX, LLC ("Fund IX"). On May 30, 2014, Fund IX sold 859,716 shares of Common Stock. Following such sale, Fund IX held 19,498,201 shares of Common Stock.

F2: BCI is also the administrative member of Bain Capital Integral Investors, LLC ("Integral"). On May 30, 2014, Integral sold 918,526 shares of Common Stock. Following such sale, Integral held 20,831,982 shares of Common Stock.

F3: BCI is also the administrative member of BCIP TCV, LLC ("BCIP TCV"). On May 30, 2014, BCIP TCV sold 21,332 shares of Common Stock. Following such sale, BCIP TCV held 483,796 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 May 30, 2014, BCIP G sold 426 shares of Common Stock. Following such sale, BCIP G held 9,660 shares of Common Stock.

F5: The governance, investment strategy and decision-making process with respect to the investments held by the Bain Entities is directed by BCI's Global Private Equity Board ("GPEB"). Joshua Bekenstein is a member of GPEB and a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Bekenstein may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Bain Entities. Mr. Bekenstein disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein.