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: Hand Fred (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-05-01	Common Stock	A	10000	—	Acquired	77332	Direct
2015-05-01	Common Stock	A	2777	—	Acquired	80109	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	19159	Acquired	2025-05-01	Common Stock (19159)	Direct

Footnotes

F1: Restricted common stock granted on May 1, 2015, vesting as to 100% of the shares on May 1, 2018.

F2: Restricted common stock granted on May 1, 2015, vesting one-quarter on each of the first four anniversaries of the grant date.

F3: 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.