Burlington Stores, Inc. — Director's Dealing 2016

Mar 9, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2016-03-07

Reporting Person: Sullivan Paul (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-07	Common Stock	M	2935	$0.94	Acquired	20847	Direct
2016-03-07	Common Stock	M	1465	$3.17	Acquired	22312	Direct
2016-03-07	Common Stock	S	4400	$54.0457	Disposed	17912	Direct
2016-03-08	Common Stock	S	8799	$54.107	Disposed	9113	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-07	Employee Stock Option (right to buy)	$3.17	M	1465	Disposed	2022-11-12	Common Stock (1465)	Direct
2016-03-07	Employee Stock Option (right to buy)	$0.94	M	2935	Disposed	2022-11-12	Common Stock (2935)	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 $54.00 to $54.09, 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 $54.105 to $54.143, 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 60% of the shares and become exercisable as to an additional 20% of the shares on November 12, 2016 and as to the remaining 20% of the shares on November 12, 2017.