FIVE BELOW, INC — Director's Dealing 2014

Oct 16, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2014-10-14

Reporting Person: Vellios Thomas (Director, CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-14	Common Stock	S	8931	$43.25	Disposed	836906	Direct

Footnotes

F1: The sale reported in this Form 4 was made pursuant to a Rule 10b5 plan adopted by the reporting person.

F2: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at $43.25 and $43.255. 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 set forth in this footnote.