FIVE BELOW, INC — Director's Dealing 2015

Sep 24, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2015-09-22

Reporting Person: MUSSAFER DAVID M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-22	Common Stock	P	90000	$33.348	Acquired	90000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2271	Direct

Footnotes

F1: These 90,000 shares of common stock (the "Shares") are held directly by Sunley House Capital Master Limited Partnership (the "Fund"). The Reporting Person holds a limited partnership interest in Sunley House Capital Limited Partnership (the "Partnership"), which holds a limited partnership interest in the Fund. The Reporting Person disclaims Section 16 beneficial ownership of the Shares and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of the Shares except to the extent of his pecuniary interest, if any, in the Shares by virtue of his limited partnership interest in the Partnership.