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 CORP/MA (Member of group >10%)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Series A 8% Convertible Preferred Stock	$		Common Stock (30719779)		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 Manager of Advent International LLC, which in turn is the General Partner of Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, Advent Partners GPE VI 2010 Limited Partnership, Advent Partners GPE VI-A 2010 Limited Partnership, Advent Partners GPE VI-A Limited Partnership, GPE VI GP Limited Partnership and GPE VI GP (Delaware) Limited Partnership. GPE VI GP Limited Partnership is the 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. GPE VI GP (Delaware) Limited Partnership is the General Partner of Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and Advent International GPE VI-E

F3: Limited Partnership. These eight GPE VI Funds and five Advent Partners Funds own 100% of Advent - Five Below Acquisition Limited Partnership, which is the direct owner of these securities and of which Advent - Five Below GP LLC is the General Partner.