Burlington Stores, Inc. — Director's Dealing 2014

May 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2014-04-30

Reporting Person: MAGRINI JOYCE MANNING (EVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-30	Common Stock	M	13187	$0.79	Acquired	123165	Direct
2014-04-30	Common Stock	M	6609	$3.17	Acquired	129774	Direct
2014-04-30	Common Stock	F	5162	$25.75	Disposed	124612	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-30	Employee Stock Option (right to buy)	$0.79	M	13187	Disposed	2019-11-02	Common Stock (29337)	Direct
2014-04-30	Employee Stock Option (right to buy)	$3.17	M	6609	Disposed	2019-11-02	Common Stock (14674)	Direct

Footnotes

F1: The options became exercisable as to 50% of the shares on November 2, 2013 and become exercisable as to the remaining 50% of the shares on November 2, 2014.

F2: The options became exercisable as to 50% of the shares on November 2, 2013 and become exercisable as to the remaining 50% of the shares on November 2, 2014.