FIVE BELOW, INC — Director's Dealing 2016

Mar 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2016-03-08

Reporting Person: Vellios Thomas (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-08	Common Stock	M	77260	—	Acquired	723097	Direct
2016-03-08	Common Stock	F	33699	$38.27	Disposed	689398	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-08	Restricted Stock Units	$	M	77260	Disposed		Common Stock (77260)	Direct

Footnotes

F1: On March 8, 2016, the first tranche of the reporting person's 309,039 restricted stock units vested and converted into 77,260 shares of common stock on a one-for-one basis.

F2: Each performance restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.

F3: As previously reported, on December 19, 2014, the reporting person was granted 309,039 restricted stock units vesting in three installments, the first of which vested on March 8, 2016.