FIVE BELOW, INC — Director's Dealing 2015

Mar 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2015-03-10

Reporting Person: SPECTER ERIC M (Chief Adminstrative Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-10	Restricted Stock Units	$	A	10496	Acquired		Common Stock (10496)	Direct
2015-03-10	Stock Option (right to buy)	$28.58	A	14387	Acquired	2025-03-10	Common Stock (14387)	Direct

Footnotes

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

F2: The reporting person is eligible to receive from 0%-150% of the target number of performance restricted stock units, 6,997. The number reflected in Table II above represents the maximum number of shares the reporting person is eligible to receive subject to the Company's achievement of specified adjusted operating income. The performance 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 performance 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 vesting commencement date, March 10, 2015, and the remaining 50% will vest and become exercisable in 25% increments on the third and fourth anniversaries of the vesting commencement date.