FIVE BELOW, INC — Director's Dealing 2017

Dec 15, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2017-12-14

Reporting Person: SPECTER ERIC M (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-14	Common Stock	M	7193	$28.58	Acquired	13883	Direct
2017-12-14	Common Stock	S	7193	$67.08	Disposed	6690	Direct
2017-12-14	Common Stock	M	7807	$35.27	Acquired	14497	Direct
2017-12-14	Common Stock	S	7807	$67.08	Disposed	6690	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-14	Stock Option (right to buy)	$28.58	M	7193	Disposed	2025-03-10	Common Stock (7193)	Direct
2017-12-14	Stock Option (right to buy)	$35.27	M	7807	Disposed	2024-07-28	Common Stock (7807)	Direct

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.93 to $67.21, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: 50% of the option grant vested and became exercisable on March 10, 2017, and the remaining 50% will vest and become exercisable in 25% increments on the third and fourth anniversaries of the vesting commencement date, subject to the reporting person's continued employment.

F3: 50% of the option grant vested and became exercisable on July 28, 2016, 25% of the option grant vested and became exercisable on July 28, 2017 and the remaining 25% will vest and become exercisable on July 28, 2018, subject to the reporting person's continued employment.