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: ADVENT INTERNATIONAL GPE VI-A LP (Member of group >10%)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A 8% Convertible Preferred Stock	$		Common Stock (8159173)		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 as one of the shareholders of Advent - Five Below Acquisition Limited Partnership, which is the direct owner of these securities.