Burlington Stores, Inc. — Director's Dealing 2015

May 5, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2015-05-01

Reporting Person: Kingsbury Thomas (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-01	Common Stock	A	13404	—	Acquired	999625	Direct
2015-05-01	Common Stock	S	6900	$52.0137	Disposed	992725	Direct
2015-05-01	Common Stock	S	7100	$52.3355	Disposed	985625	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-05-01	Employee Stock Option (right to buy)	$52.02	A	92486	Acquired	2025-05-01	Common Stock (92486)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	100000	Indirect

Footnotes

F1: The options become exercisable as to 25% of the shares on May 1, 2016, as to an additional 25% of the shares on May 1, 2017, as to an additional 25% of the shares on May 1, 2018, and as to the remaining 25% of the shares on May 1, 2019.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $51.76 to $52.13, 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 (2) to this Form 4.

F3: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2014.

F4: Restricted common stock granted on May 1, 2015, vesting 25% on each of the first four anniversaries of the grant date.

F5: On April 7, 2015, the reporting person contributed 100,000 shares of the common stock of Burlington Stores, Inc. to a grantor retained annuity trust, of which the reporting person's spouse is the trustee.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $52.14 to $53.02, 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 (6) to this Form 4.

F7: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 12, 2014.