FIVE BELOW, INC — Director's Dealing 2014

Sep 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2014-09-10

Reporting Person: SCHLESSINGER DAVID (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-09-10	Common Stock	S	78900	$42.3164	Disposed	655810	Direct

Footnotes

F1: The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on Decmeber 13, 2013.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $42.25 to $42.52, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.