Burlington Stores, Inc. — Director's Dealing 2018

Mar 14, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2018-03-12

Reporting Person: Katz Marc (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-12	Common Stock	M	9579	$52.02	Acquired	119251	Direct
2018-03-12	Common Stock	M	772	$54.58	Acquired	120023	Direct
2018-03-12	Common Stock	S	3012	$125.44	Disposed	117011	Direct
2018-03-12	Common Stock	S	5967	$127.75	Disposed	111044	Direct
2018-03-12	Common Stock	S	1372	$128.62	Disposed	109672	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-12	Employee Stock Option (right to buy)	$52.02	M	9579	Disposed	2025-05-01	Common Stock (9579)	Direct
2018-03-12	Employee Stock Option (right to buy)	$54.58	M	772	Disposed	2026-04-08	Common Stock (772)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $125.00 to $125.97,
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.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $127.50 to $128.43, 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 $128.54 to $128.91, 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 options are currently exercisable as to 50% of the shares and become exercisable as to an additional 25% of the shares on May 1, 2018 and as to the remaining 25% of the shares on May 1, 2019.

F5: The options are currently exercisable as to 25% of the shares and become exercisable as to an additional 25% of the shares on April 8, 2018, as to an additional 25% of the shares on April 8, 2019, and as to the remaining 25% of the shares on April 8, 2020.