FIVE BELOW, INC — Director's Dealing 2017

Dec 5, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2017-12-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-01	Common Stock	M	14535	—	Acquired	114812	Direct
2017-12-01	Common Stock	F	7119	$61.51	Disposed	107693	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-01	Restricted Stock Units	$	M	14535	Disposed		Common Stock (14535)	Direct

Footnotes

F1: On December 1, 2017, 1/2 of the reporting person's 29,069 restricted stock units vested and converted into 14,535 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 23, 2014, the reporting person was granted 29,069 restricted stock units. 1/2 of the restricted stock units vested on December 1, 2017 and the remaining 1/2 will vest on December 1, 2018, subject to the reporting person's continued employment.