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: Katz Marc (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-05-01	Common Stock	F	816	$135.37	Disposed	108639	Direct
2018-05-01	Common Stock	A	3117	$0.00	Acquired	111756	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	24870	Acquired	2028-05-01	Common Stock (24870)	Direct

Footnotes

F1: Restricted common stock granted on May 1, 2018, vesting one-quarter on each of the first four anniversaries of the grant date.

F2: 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.