Burlington Stores, Inc. — Director's Dealing 2014

May 6, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2014-05-06

Reporting Person: BAIN CAPITAL INVESTORS LLC (10% Owner)
Reporting Person: BAIN CAPITAL FUND IX L P (10% Owner)
Reporting Person: Bain Capital Partners IX, L.P. (10% Owner)
Reporting Person: BCIP TCV, LLC (10% Owner)
Reporting Person: BCIP Associates-G (10% Owner)
Reporting Person: Bain Capital Integral Investors, LLC (10% Owner)
Reporting Person: Bain Capital Fund IX, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-06	Common Stock	S	10611517	$24.7844	Disposed	42623639	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"). As a result, each of BCI, BCP IX and Fund IX LP may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Fund IX. Each of BCI, BCP IX and Fund IX LP disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On May 6, 2014, Fund IX sold 4,902,635 shares of Common Stock. Following such sale, Fund IX held 20,357,917 shares of Common Stock.

F2: BCI is also the administrative member of Bain Capital Integral Investors, LLC ("Integral"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Integral. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On May 6, 2014, Integral sold 5,566,670 shares of Common Stock. Following such sale, Integral held 21,750,508 shares of Common Stock.

F3: BCI is also the administrative member of BCIP TCV, LLC ("BCIP TCV"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP TCV. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On May 6, 2014, BCIP TCV sold 139,428 shares of Common Stock. Following such sale, BCIP TCV held 505,128 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"). As a result, BCI may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by BCIP G. BCI disclaims beneficial ownership of such securities except to the extent of its pecuniary interest therein. On May 6, 2014, BCIP G sold 2,784 shares of Common Stock. Following such sale, BCIP G held 10,086 shares of Common Stock.