FIVE BELOW, INC — Director's Dealing 2017

Dec 8, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2017-12-06

Reporting Person: BULL KENNETH R (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-06	Common Stock	M	300	$39.70	Acquired	59544	Direct
2017-12-06	Common Stock	S	300	$66.00	Disposed	59244	Direct
2017-12-07	Common stock	M	10950	$39.70	Acquired	70194	Direct
2017-12-07	Common Stock	M	4696	$38.71	Acquired	74890	Direct
2017-12-07	Common Stock	S	15646	$66.00	Disposed	59244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-06	Stock Option (right to buy)	$39.70	M	300	Disposed	2023-07-18	Common Stock (300)	Direct
2017-12-07	Stock Option (right to buy)	$39.70	M	10950	Disposed	2023-07-18	Common Stock (10950)	Direct
2017-12-07	Stock Option (right to buy)	$38.71	M	4696	Disposed	2024-06-24	Common Stock (4696)	Direct

Footnotes

F1: Stock options are fully vested and exercisable.

F2: 50% of the option grant vested and became exercisable on June 24, 2016, 25% of the option grant vested and became exercisable on June 24, 2017 and the remaining 25% of the option grant will vest and become exercisable on June 24, 2018.