FIVE BELOW, INC — Director's Dealing 2017

May 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2017-05-08

Reporting Person: Hill George (EVP, Store Operations)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-05-08	Restricted Stock Units	$	A	3918	Acquired		Common Stock (3918)	Direct

Footnotes

F1: Each restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.

F2: 50% of the restricted stock units will vest on the second anniversary of the grant date, 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.