Burlington Stores, Inc. — Director's Dealing 2015

Jun 29, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2015-06-25

Reporting Person: MAGRINI JOYCE MANNING (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-25	Common Stock	M	14667	$0.79	Acquired	114667	Direct
2015-06-25	Common Stock	M	7333	$3.17	Acquired	122000	Direct
2015-06-25	Common Stock	S	22000	$53.0016	Disposed	100000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-25	Employee Stock Option (right to buy)	$0.79	M	14667	Disposed	2021-05-13	Common Stock (14667)	Direct
2015-06-25	Employee Stock Option (right to buy)	$3.17	M	7333	Disposed	2021-05-13	Common Stock (7333)	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
$53.00 to $53.01, 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 range set forth in this footnote to this Form 4.

F2: The options are currently exercisable as to 80% of the shares and become exercisable as to the remaining 20% of the shares on May 13, 2016.