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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-24	Common Stock	C	27061044	—	Acquired	27061044	Indirect
2012-07-24	Common Stock	S	3412423	$15.81	Disposed	23648621	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-24	Series A 8% Convertible Preferred Stock	$	D	78211111	Disposed		Common Stock (27061044)	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 Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent International GPE VI-B Limited Partnership, Advent International GPE VI-F Limited Partnership and Advent International GPE VI-G Limited Partnership. These five GPE VI Funds are shareholders of Advent - Five Below Acquisition Limited Partnership which is the direct owner of these securities.