FIVE BELOW, INC — Director's Dealing 2012

Jul 18, 2012

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2012-05-18

Reporting Person: GPE VI GP (Delaware) Limited Partnership (Member of group >10%)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A 8% Convertible Preferred Stock	$		Common Stock (3001322)		Indirect

Footnotes

F1: The Series A 8% Convertible Preferred Stock is convertible into Five Below, Inc. common stock on a 1-for-0.346 basis and has no expiration date.

F2: These securities are indirectly beneficially owned in the following capacities: as General Partner of Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and Advent International GPE VI-E Limited Partnership. These three GPE VI Funds are shareholders of Advent - Five Below Acquisition Limited Partnership which is the direct owner of these securities.