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FIVE BELOW, INC Director's Dealing 2017

Nov 6, 2017

30702_dirs_2017-11-06_76f2c893-2943-4823-a7c8-0730aecd6e7a.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2017-10-29

Reporting Person: Makuen David N. (Executive Vice President)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 4085 Direct

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Stock Option (right to buy) $6.13 2021-11-22 Common Stock (46400) Direct
Stock Option (right to buy) $39.70 2023-07-18 Common Stock (10000) Direct
Stock Option (right to buy) $38.71 2024-06-24 Common Stock (5366) Direct
Stock Option (right to buy) $28.58 2025-03-10 Common Stock (8992) Direct
Stock Option (right to buy) $39.30 2026-03-11 Common Stock (3970) Direct

Footnotes

F1: Includes 1,312 shares that were granted in the form of restricted stock units. Each restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.

F2: 50% of the 1,312 shares granted in the form of restricted stock units will vest two years after the grant date, March 7, 2017 and the remaining 50% will vest in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment.

F3: The vesting terms for this option grant have been satisfied and 100% of the option grant is vested and exercisable.

F4: 75% of the option grant is vested and exercisable, and the remaining 25% will vest and become exercisable on the fourth anniversary of the grant date, June 24, 2014, subject to the reporting persons' continued employment.

F5: 50% of the option grant is vested and exercisable, and the remaining 50% will vest and become exercisable in 25% increments on the third and fourth anniversaries of the grant date, March 10, 2015, subject to the reporting person's continued employment.

F6: 50% of the option grant will vest and become exercisable two years after the grant date, March 11, 2016, and the remaining 50% will vest and become exercisable in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment.