FIVE BELOW, INC — Director's Dealing 2015

Jan 22, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2015-01-19

Reporting Person: Romanko Michael (EVP of Merchandising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-01-19	Common Stock	A	11771	—	Acquired	11771	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-01-19	Stock Option (right to buy)	$33.98	A	24908	Acquired	2025-01-19	Common Stock (24908)	Direct

Footnotes

F1: 50% of the option grant will vest and become exercisable two years after the grant date, January 19, 2015, and the remaining 50% will vest and become exercisable in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment.