Burlington Stores, Inc. — Director's Dealing 2016

Jun 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2016-05-31

Reporting Person: Seeger Eric (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-31	Common Stock	M	2064	$52.02	Acquired	63085	Direct
2016-05-31	Common Stock	S	2064	$60.5787	Disposed	61021	Direct
2016-05-31	Common Stock	S	10514	$60.6502	Disposed	50507	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-31	Employee Stock Option (right to buy)	$52.02	M	2064	Disposed	2025-05-01	Common Stock (2064)	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 $60.21 to $60.94,
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.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $60.21 to $61.00, 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 options are currently exercisable as to 25% of the shares and become exercisable 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.