FIVE BELOW, INC — Director's Dealing 2014

Jul 29, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2014-07-28

Reporting Person: SPECTER ERIC M (Chief Adminstrative Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-28	Stock Option (right to buy)	$35.27	A	80000	Acquired	2024-07-28	Common Stock (80000)	Direct
2014-07-28	Restricted Stock Units	$	A	10000	Acquired		Common Stock (10000)	Direct

Footnotes

F1: 50% of the option grant will vest and become exercisable two years after the grant date, July 28, 2014, and the remaining 50% will vest and become exercisable in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment.

F2: Each restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.

F3: 50% of the restricted stock units will vest two years after the grant date, July 28, 2014, and the remaining 50% will vest in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment.