FIVE BELOW, INC — Director's Dealing 2015

Jan 30, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2015-01-01

Reporting Person: Anderson Joel D (President and COO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-01	Common Stock	M	22286	—	Acquired	22286	Direct
2015-01-29	Common Stock	F	9173	$34.27	Disposed	13113	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-01	Restricted Stock Units	$	M	22286	Disposed		Common Stock (22286)	Direct

Footnotes

F1: On January 1, 2015, 1/3 of the reporting person's 66,860 restricted stock units vested and converted into 22,286 shares of common stock on a one-for-one basis.

F2: Restricted stock units convert into common stock on a one-for-one basis.

F3: As previously reported, on July 21, 2014, the reporting person was granted 66,860 restricted stock units. 1/3rd of the restricted stock units vested on January 1, 2015; an additional 1/3rd of the restricted stock units will vest on the earlier of (A) the later of (i) October 1, 2015 or (ii) 30 days after the reporting person relocates his permanent residence to the greater Philadelphia, PA metropolitan area, and (B) January 1, 2016; and the remaining 1/3rd of restricted stock units will vest on January 1, 2016, subject to the reporting person's continued employment.