FIVE BELOW, INC — Director's Dealing 2017

Aug 1, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2017-07-28

Reporting Person: SPECTER ERIC M (Chief Adminstrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-28	Common Stock	M	2500	—	Acquired	7889	Direct
2017-07-28	Common Stock	F	1199	$47.41	Disposed	6690	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-07-28	Restricted Stock Units	$	M	2500	Disposed		Common Stock (2500)	Direct

Footnotes

F1: On July 28, 2017, 25% of the reporting person's restricted stock unit award vested and converted into 2,500 shares of common stock on a one-for-one basis.

F2: On July 28, 2014, the reporting person was granted 10,000 restricted stock units, of which 50% were scheduled to vest two years after the grant date, and the remaining 50% were scheduled to vest in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment with the Issuer.