Burlington Stores, Inc. — Director's Dealing 2015

Apr 2, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2015-03-31

Reporting Person: BEKENSTEIN JOSHUA (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-31	Common Stock	J	1822868	$0.00	Disposed	10667286	Indirect
2015-03-31	Common Stock	G	346476	$0.00	Disposed	0	Direct

Footnotes

F1: Bain Capital Investors, LLC ("BCI") is the sole general partner of Bain Capital Partners IX, L.P., which is the sole general partner of Bain Capital Fund IX, L.P., which is the sole member of Bain Capital Fund IX, LLC ("Fund IX").

F2: BCI is also the administrative member of Bain Capital Integral Investors, LLC ("Integral") and BCIP TCV, LLC ("BCIP TCV").

F3: BCI is also the managing partner of BCIP Associates-G ("BCIP G" and together with Fund IX, Integral and BCIP TCV, the "Bain Entities").

F4: The governance, investment strategy and decision-making process with respect to the investments held by the Bain Entities is directed by BCI's Global Private Equity Board ("GPEB"). Joshua Bekenstein is a member of GPEB and a Managing Director of BCI. By virtue of the relationships described in these footnotes, Mr. Bekenstein may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Bain Entities. Mr. Bekenstein disclaims beneficial ownership of such securities to the extent of his pecuniary interest therein.

F5: On March 31, 2015, the Bain Entities distributed 1,822,868 shares of Common Stock to one or more members or partners of the Bain Entities, including 346,476 shares of Common Stock to Mr. Bekenstein, in connection with certain charitable gifts made by such members or partners on March 31, 2015.

F6: Mr. Bekenstein made a charitable gift of all 346,476 shares of Common Stock that he received in connection with the distribution.