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: Katz Marc (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-11-05	Common Stock	M	3667	$4.55	Acquired	107757	Direct
2018-11-05	Common Stock	S	551	$170.34	Disposed	107206	Direct
2018-11-05	Common Stock	S	800	$171.49	Disposed	106406	Direct
2018-11-05	Common Stock	S	1700	$172.77	Disposed	104706	Direct
2018-11-05	Common Stock	S	3449	$173.51	Disposed	101257	Direct
2018-11-05	Common Stock	S	1000	$174.34	Disposed	100257	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	3667	Disposed	2023-06-20	Common Stock (3667)	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
6, 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 6, 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 $170.74, 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 $171.06 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 $172.14 to $173.13, 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 $173.15 to $174.14, 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.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.20 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 July 23, 2019.