Burlington Stores, Inc. — Director's Dealing 2016

Nov 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2016-11-11

Reporting Person: Metheny Mike (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-11-11	Common Stock	M	4000	$4.55	Acquired	6281	Direct
2016-11-11	Common Stock	S	2100	$71.8429	Disposed	4181	Direct
2016-11-11	Common Stock	S	1900	$72.3668	Disposed	2281	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-11-11	Employee Stock Option (right to buy)	$4.55	M	4000	Disposed	2023-05-22	Common Stock (4000)	Direct

Footnotes

F1: The stock option exercises and sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March
24, 2016.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $71.56 to $72.06,
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 to this Form 4.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.08 to $72.84, 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 to this Form 4.

F4: The options are currently exercisable as to 60% of the shares and become exercisable as to an additional 20% of the shares on May 22, 2017 and as to the
remaining 20% of the shares on May 22, 2018.