Burlington Stores, Inc. — Director's Dealing 2017

May 17, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2017-05-15

Reporting Person: MAGRINI JOYCE MANNING (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-15	Common Stock	M	22000	$4.55	Acquired	84315	Direct
2017-05-15	Common Stock	S	8373	$98.19	Disposed	75942	Direct
2017-05-15	Common Stock	S	10127	$99.04	Disposed	65815	Direct
2017-05-15	Common Stock	S	3500	$99.88	Disposed	62315	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-15	Employee Stock Option (right to buy)	$4.55	M	22000	Disposed	2023-06-17	Common Stock (22000)	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on September 27, 2016.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $97.60 to $98.59, 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 $98.60 to $99.585, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $99.60 to $100.14, 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.

F5: The options are currently exercisable as to 20% of the shares and become exercisable as to an additional 20% of the shares on May 14, 2018, as to an additional 20% of the shares on May 14, 2019, as to an additional 20% of the shares on May 14, 2020, and as to the remaining 20% of the shares on May 14, 2021.