FIVE BELOW, INC — Director's Dealing 2016

Jan 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2016-01-01

Reporting Person: Anderson Joel D (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-01-01	Common Stock	M	22288	—	Acquired	66225	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-01-01	Restricted Stock Units	$	M	22288	Disposed		Common Stock (22288)	Direct

Footnotes

F1: On January 1, 2016, the last installment of the reporting person's July 21, 2014 grant of 66,860 restricted stock units vested and converted into 22,288 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 vested on October 1, 2015; and the remaining 1/3rd of restricted stock units vested on January 1, 2016.