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: Collins Steven J (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-24	Common Stock	C	9364	—	Acquired	9364	Indirect
2012-07-24	Common Stock	S	1818	$15.81	Disposed	8183	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-24	Series A 8% Convertible Preferred Stock	$	D	27063	Disposed		Common Stock (9364)	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 shares are indirectly beneficially owned as a limited partner of Advent Partners GPE VI 2008 Limited Partnership, which in turn is a shareholder of Advent - Five Below Acquisition Limited Partnership, which is the direct owner of these securities.