FIVE BELOW, INC — Director's Dealing 2013

Sep 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2013-09-23

Reporting Person: GPE VI GP (Delaware) Limited Partnership (Member of group >10%)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-09-23	Common Stock	S	683900	$46.65	Disposed	451596	Indirect

Footnotes

F1: These securities are indirectly beneficially owned in the following capacities: as General Partner of Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and Advent International GPE VI-E Limited Partnership. These three GPE VI Funds are shareholders of Advent - Five Below Acquisition Limited Partnership which is the direct owner of these securities.