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: SARGENT RONALD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-24	Common Stock	C	175174	—	Acquired	175174	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-07-24	Series A 8% Convertible Preferred Stock	$	C	506284	Disposed		Common Stock (175174)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	90029	Direct

Footnotes

F1: The Series A 8% Convertible Preferred Stock converted into Five Below, Inc. common stock on a 1-for -0.346 basis and had no expiration date.