FIVE BELOW, INC — Director's Dealing 2015

Jun 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2015-06-18

Reporting Person: RYAN THOMAS M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-06-18	Common Stock	M	2324	—	Acquired	167359	Direct
2015-06-18	Common Stock	A	2271	—	Acquired	169630	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-06-18	Restricted Stock Units	$	M	2324	Disposed		Common Stock (2324)	Direct

Footnotes

F1: On June 18, 2015, the date of Five Below, Inc.'s annual meeting of shareholders, 100% of the reporting person's restricted stock unit award vested and converted into 2,324 shares of common stock on a one-for-one basis.

F2: On June 24, 2014, the reporting person was granted 2,324 restricted stock units all of which vest on the earlier of June 24, 2015 and the date of the Five Below, Inc.'s next annual shareholder meeting subject to his continued service.