Burlington Stores, Inc. — Director's Dealing 2019

May 15, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Burlington Stores, Inc. (BURL)
CIK: 0001579298
Period of Report: 2019-05-13

Reporting Person: Hand Fred (Chief Customer Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-13	Common Stock	M	2542	$4.55	Acquired	58614	Direct
2019-05-13	Common Stock	M	3942	$54.58	Acquired	62556	Direct
2019-05-13	Common Stock	S	2500	$156.25	Disposed	60056	Direct
2019-05-13	Common Stock	S	1552	$157.17	Disposed	58504	Direct
2019-05-13	Common Stock	S	1432	$158.79	Disposed	57072	Direct
2019-05-13	Common Stock	S	900	$159.72	Disposed	56172	Direct
2019-05-13	Common Stock	S	100	$160.93	Disposed	56072	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-13	Employee Stock Option (right to buy)	$4.55	M	2542	Disposed	2023-06-17	Common Stock (2542)	Direct
2019-05-13	Employee Stock Option (right to buy)	$54.58	M	3942	Disposed	2026-04-08	Common Stock (3942)	Direct

Footnotes

F1: The stock option exercises reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 4, 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 December 4, 2018.

F3: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $155.72 to $156.69, 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: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $156.74 to $157.73, 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 $158.30 to $159.27, 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 $159.30 to $160.00, 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 options are currently exercisable as to 100% of the shares.

F8: 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.