Burlington Stores, Inc. — Director's Dealing 2015

Jan 21, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2015-01-16

Reporting Person: Patrick Tricia (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-16	Common Stock	S	11299640	$48.75	Disposed	12490154	Indirect

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 Bain Capital Fund IX, LLC ("Fund IX"). On January 16, 2015, Fund IX sold 5,179,401 shares of Common Stock. Following such sale, Fund IX held 5,965,552 shares of Common Stock.

F2: BCI is also the administrative member of Bain Capital Integral Investors, LLC ("Integral"). On January 16, 2015, Integral sold 5,969,145 shares of Common Stock. Following such sale, Integral held 6,373,627 shares of Common Stock.

F3: BCI is also the administrative member of BCIP TCV, LLC ("BCIP TCV"). On January 16, 2015, BCIP TCV sold 148,136 shares of Common Stock. Following such sale, BCIP TCV held 148,020 shares of Common Stock.

F4: BCI is also the managing partner of BCIP Associates-G ("BCIP G" and together with Fund IX, Integral and BCIP TCV, the "Bain Entities"). On January 16, 2015, BCIP G sold 2,958 shares of Common Stock. Following such sale, BCIP G held 2,955 shares of Common Stock.

F5: Tricia Patrick is a Principal of BCI. By virtue of the relationships described in these footnotes, Ms. Patrick may be deemed to share voting and dispositive power with respect to the shares of Common Stock held by Bain Entities. Ms. Patrick disclaims beneficial ownership of such securities except to the extent of her pecuniary interest therein.