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: Johnston David A. (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-24	Common Stock	P	29412	$17.00	Acquired	29412	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-24	Stock Option (Right To Buy)	$17.00	A	173000	Acquired	2022-05-21	Common Stock (173000)	Direct

Footnotes

F1: 50% of the option grant will vest and become exercisable two years after the effective date of the grant, June 4, 2012, and the remaining 50% will vest and become exercisable in 6.25% increments every 90 days thereafter.