Burlington Stores, Inc. — Director's Dealing 2018

May 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2018-05-01

Reporting Person: MAGRINI JOYCE MANNING (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-01	Common Stock	S	1700	$134.27	Disposed	29156	Direct
2018-05-01	Common Stock	S	800	$135.23	Disposed	28356	Direct
2018-05-01	Common Stock	F	103	$135.37	Disposed	28253	Direct
2018-05-01	Common Stock	A	1155	$0.00	Acquired	29408	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-05-01	Employee Stock Option (right to buy)	$135.37	A	9211	Acquired	2028-05-01	Common Stock (9211)	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 November 27, 2017.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $133.73 to $134.60,
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 $134.85 to $135.69, 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: Restricted common stock granted on May 1, 2018, vesting one-quarter on each of the first four anniversaries of the grant date.

F5: The options become exercisable as to 25% of the shares on May 1, 2019, as to an additional 25% of the shares on May 1, 2020, as to an additional 25% of the
shares on May 1, 2021, and as to the remaining 25% of the shares on May 1, 2022.