FIVE BELOW, INC — Director's Dealing 2016

Aug 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2016-07-28

Reporting Person: SPECTER ERIC M (Chief Adminstrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-07-28	Common Stock	M	5000	—	Acquired	5000	Direct
2016-07-28	Common Stock	F	2399	$50.47	Disposed	2601	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-07-28	Restricted Stock Units	$	M	5000	Disposed		Common Stock (5000)	Direct

Footnotes

F1: On July 28, 2016, 50% of the reporting person's restricted stock unit award vested and converted into 5,000 shares of common stock on a one-for-one basis.

F2: On July 28, 2014, the reporting person was granted 10,000 restricted stock units, of which 50% vested two years after the grant date, and the remaining 50% will vest in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment with the Issuer.