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: SCHLESSINGER DAVID (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-07-24	Common Stock	S	351910	$15.81	Disposed	2438791	Direct

Footnotes

F1: The reporting person no longer has a reportable beneficial interest in the shares of the Issuer's common stock owned by his sons and included in the reporting person's prior ownership report.