FIVE BELOW, INC — Director's Dealing 2014

Jun 26, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2014-06-24

Reporting Person: SARGENT RONALD (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-06-24	Restricted Stock Units	$	A	2324	Acquired		Common Stock (2324)	Direct

Footnotes

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

F2: Subject to the reporting person's continued service with the Five Below, Inc., 100% of the restricted stock units shall vest on the earlier of June 24, 2015 and the date of the Five Below, Inc.'s next annual shareholder meeting.