Burlington Stores, Inc. — Director's Dealing 2017

Feb 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2017-01-30

Reporting Person: Katz Marc (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-01-30	Common Stock	A	1300	$0.00	Acquired	93765	Direct
2017-01-30	Common Stock	A	30000	$0.00	Acquired	123765	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-01-30	Employee Stock Option (right to buy)	$80.91	A	8970	Acquired	2027-01-30	Common Stock (8970)	Direct

Footnotes

F1: Restricted common stock granted on January 30, 2017, vesting one-quarter on each of the first four anniversaries of the grant date.

F2: Restricted common stock granted on January 30, 2017, vesting 100% on January 30, 2021.

F3: The options become exercisable as to 25% of the shares on January 30, 2018, as to an additional 25% of the shares on January 30, 2019, as to an additional 25% of the shares on January 30, 2020, and as to the remaining 25% of the shares on January 30, 2021.