FIVE BELOW, INC — Director's Dealing 2012

Jul 25, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2012-07-24

Reporting Person: Vellios Thomas (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-24	Common Stock	S	348970	$15.81	Disposed	2418426	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1730	Indirect
Common Stock	1730	Indirect

Footnotes

F1: The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.