FIVE BELOW, INC — Director's Dealing 2014

Dec 22, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2014-12-19

Reporting Person: Vellios Thomas (Director, CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-19	Restricted Stock Units	$	A	309039	Acquired		Common Stock (309039)	Direct

Footnotes

F1: Each performance restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.

F2: The number reflected in Table II above represents the target number of shares the reporting person is eligible to receive pursuant to the performance restricted stock unit award, which provides that the reporting person is eligible to receive from 50% to 100% of the target number of performance restricted stock awards. The performance restricted stock units earned will be interpolated proportionately to determine the number of shares deliverable for any attainment of the performance goal that is between the applicable threshold and the target levels.

F3: 77,260 of the performance restricted stock units vest as of the last day of the Company's 2015 fiscal year, 103,013 of the performance restricted stock units vest as of the last day of the Company's 2016 fiscal year, and 128,766 of the performance restricted stock units vest as of the last day of the Company's 2017 fiscal year, in each case, subject to the Company's achievement of specified levels of adjusted operating income and subject to retention and acceleration under certain circumstances.