Burlington Stores, Inc. — Director's Dealing 2017

Jun 7, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2017-06-05

Reporting Person: Hand Fred (Chief Customer Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-05	Common Stock	M	10000	$4.55	Acquired	80809	Direct
2017-06-05	Common Stock	S	10000	$100.3764	Disposed	70809	Direct
2017-06-06	Common Stock	S	2500	$100.85	Disposed	68309	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-05	Employee Stock Option (right to buy)	$4.55	M	10000	Disposed	2023-06-17	Common Stock (10000)	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 $100.29 to $100.55,
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 $100.635 to $101.00, 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 60% of the shares, become exercisable as to an additional 20% of the shares on April 25, 2018, and become exercisable as to the remaining 20% of the shares on April 25, 2019.