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FIVE BELOW, INC Director's Dealing 2014

Feb 4, 2014

30702_dirs_2014-02-04_c48873ea-7679-4493-959f-7b2f2d7b7bb4.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2014-01-31

Reporting Person: SARGENT RONALD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-01-31	Common Stock	A	443	$36.65	Acquired	93646	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	175174	Indirect

Footnotes

F1: The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer of $16,250.