Burlington Stores, Inc. — Director's Dealing 2019

Sep 5, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2019-09-03

Reporting Person: Crimmins John (Executive VP of Finance)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-09-03	Common Stock	M	2200	$4.55	Acquired	23712	Direct
2019-09-03	Common Stock	M	1795	$54.58	Acquired	25507	Direct
2019-09-03	Common Stock	M	2973	$98.92	Acquired	28480	Direct
2019-09-03	Common Stock	M	2349	$135.37	Acquired	30829	Direct
2019-09-03	Common Stock	S	5084	$200.17	Disposed	25745	Direct
2019-09-03	Common Stock	S	1486	$201.06	Disposed	24259	Direct
2019-09-03	Common Stock	S	2859	$202.15	Disposed	21400	Direct
2019-09-03	Common Stock	S	4108	$203.01	Disposed	17292	Direct
2019-09-03	Common Stock	S	716	$203.58	Disposed	16576	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-09-03	Employee Stock Option (right to buy)	$4.55	M	2200	Disposed	2023-06-18	Common Stock (2200)	Direct
2019-09-03	Employee Stock Option (right to buy)	$54.58	M	1795	Disposed	2026-04-08	Common Stock (1795)	Direct
2019-09-03	Employee Stock Option (right to buy)	$98.92	M	2973	Disposed	2027-05-01	Common Stock (2973)	Direct
2019-09-03	Employee Stock Option (right to buy)	$135.37	M	2349	Disposed	2028-05-01	Common Stock (2349)	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 $199.67 to $200.66,
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 $200.68 to $201.45,
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 $201.75 to $202.42,
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 $202.48 to $203.47,
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 $203.51 to $203.74,
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.

F6: The options are currently exercisable as to 60% of the shares and become exercisable as to an additional 20% of the shares on May 17, 2020 and as to the remaining 20% of the shares on May 17, 2021.

F7: The options are currently exercisable as to 75% of the shares and become exercisable as to the remaining 25% of the shares on April 8, 2020.

F8: 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, 2020 and as to the remaining 25% of the shares on May 1, 2021.

F9: The options are currently exercisable as to 25% of the shares and become exercisable 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.