FIVE BELOW, INC — Director's Dealing 2017

Jun 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2017-06-08

Reporting Person: BULL KENNETH R (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-08	Common Stock	M	17300	$9.20	Acquired	76544	Direct
2017-06-08	Common Stock	S	17300	$53.9001	Disposed	59244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-08	Stock Option (right to buy)	$9.20	M	17300	Disposed	2022-02-27	Common Stock (17300)	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 $53.90 to $53.905, 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: Stock options are fully vested and exercisable.