Burlington Stores, Inc. — Director's Dealing 2018

Nov 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2018-11-05

Reporting Person: Hand Fred (Chief Customer Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-05	Common Stock	M	4071	$4.55	Acquired	67903	Direct
2018-11-05	Common Stock	S	353	$170.34	Disposed	67550	Direct
2018-11-05	Common Stock	S	400	$171.63	Disposed	67150	Direct
2018-11-05	Common Stock	S	900	$172.74	Disposed	66250	Direct
2018-11-05	Common Stock	S	1918	$173.54	Disposed	64332	Direct
2018-11-05	Common Stock	S	500	$174.36	Disposed	63832	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-11-05	Employee Stock Option (right to buy)	$4.55	M	4071	Disposed	2023-06-17	Common Stock (4071)	Direct

Footnotes

F1: The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 8, 2018.

F2: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 8, 2018.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.82 to $170.69, 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 $171.19 to $172.02, 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 price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.22 to
$173.06, 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.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.22 to
$174.17, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.27 to
$174.55, 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.

F8: The options are currently exercisable as to 80% of the shares and become exercisable as to the remaining 20% of the shares on April 25, 2019.