Burlington Stores, Inc. — Director's Dealing 2015

Mar 25, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2015-03-23

Reporting Person: Sichel Hobart (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-23	Common Stock	M	2234	$3.17	Acquired	46223	Direct
2015-03-23	Common Stock	M	10955	$0.79	Acquired	57178	Direct
2015-03-23	Common Stock	S	13189	$61.48	Disposed	43989	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-23	Employee Stock Option (right to buy)	$3.17	M	2234	Disposed	2021-06-09	Common Stock (16900)	Direct
2015-03-23	Employee Stock Option (right to buy)	$0.79	M	10955	Disposed	2021-06-09	Common Stock (44011)	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 $61.40 to $61.85, 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 footnote (1) to this Form 4.

F2: The options are currently exercisable as to 60% of the shares and become exercisable as to an additional 20% of the shares on June 9,
2015 and as to the remaining 20% of the shares on June 9, 2016.

F3: The options are currently exercisable as to 60% of the shares and become exercisable as to an additional 20% of the shares on June 9,
2015 and as to the remaining 20% of the shares on June 9, 2016.