FIVE BELOW, INC — Director's Dealing 2014

Jul 23, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2014-07-21

Reporting Person: Anderson Joel D (President and COO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-21	Restricted Stock Units	$	A	26162	Acquired		Common Stock (26162)	Direct
2014-07-21	Stock Option (right to buy)	$34.40	A	36269	Acquired	2024-07-21	Common Stock (36269)	Direct
2014-07-21	Restricted Stock Units	$	A	66860	Acquired		Common Stock (66860)	Direct
2014-07-21	Restricted Stock Units	$	A	29069	Acquired		Common Stock (29069)	Direct
2014-07-21	Restricted Stock Units	$	A	29069	Acquired		Common Stock (29069)	Direct

Footnotes

F1: Each 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 maximum number of shares the reporting person is eligible to receive pursuant to the restricted stock unit award, which provides that the reporting person is eligible to receive from 0%-150% of the target number of performance restricted stock awards, 17,441. The 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 or between the target and the maximum levels.

F3: The restricted stock units vest at the end of a three-year period subject to the Company's achievement of specified adjusted operating income.

F4: 50% of the option grant will vest and become exercisable two years after the grant date, July 21, 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.

F5: 1/3rd of the restricted stock units will vest on January 1, 2015; an additional 1/3rd of the restricted stock units will vest on the earlier of (A) the later of (i) October 1, 2015 or (ii) 30 days after the reporting person relocates his permanent residence to the greater Philadelphia, PA metropolitan area, and (B) January 1, 2016; and the remaining 1/3rd of restricted stock units will vest on January 1, 2016, subject to the reporting person's continued employment.

F6: 50% of the restricted stock units will vest on each of February 3, 2018 and February 2, 2019 based on the attainment of an earnings growth measure performance goal for the Company's 2017 and 2018 fiscal years, respectively, to be established by the Compensation Committee no later than the first anniversary of the grant date, July 21, 2014, subject to the reporting person's continued employment.

F7: 50% of the restricted stock units will vest on December 1, 2017 and the remaining 50% will vest on December 1, 2018, subject to the reporting person's continued employment.