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: 2012-07-18

Reporting Person: BULL KENNETH R (CFO, Secy. & Treas.)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	95150	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Stock Option (Right to Buy)	$4.28	2021-05-22	Common Stock (8650)		Direct
Stock Option (Right to Buy)	$4.95	2021-10-15	Common Stock (25950)		Direct
Stock Option (Right to Buy)	$9.20	2022-02-27	Common Stock (17300)		Direct

Footnotes

F1: 50% of the option grant will vest and become exercisable two years after the effective date, March 27, 2011, and the remaining 50% will vest and become exercisable in 6.25% increments every 90 days thereafter.

F2: 50% of the option grant will vest and become exercisable two years after the effective date, September 1, 2011, and the remaining 50% will vest and become exercisable in 6.25% increments every 90 days thereafter.

F3: 50% of the option grant will vest and become exercisable two years after the effective date, March 1, 2012, and the remaining 50% will vest and become exercisable in 6.25% increments every 90 days thereafter.