FIVE BELOW, INC — Director's Dealing 2016

Mar 15, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2016-03-11

Reporting Person: Romanko Michael (EVP of Merchandising)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-11	Stock Option (right to buy)	$39.30	A	6617	Acquired	2026-03-11	Common Stock (6617)	Direct

Footnotes

F1: 50% of the option grant will vest and become exercisable two years after the grant date, March 11, 2016, 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.