FIVE BELOW, INC — Director's Dealing 2017

Mar 23, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2017-03-20

Reporting Person: Vellios Thomas (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-20	Common Stock	M	103013	—	Acquired	792411	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-20	Restricted Stock Units	$	M	103013	Disposed		Common Stock (103013)	Direct

Footnotes

F1: On March 20, 2017, the second tranche of the reporting person's 309,039 restricted stock units vested with respect to 103,013 shares of common stock.

F2: Each performance restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.

F3: As previously reported, on December 19, 2014, the reporting person was granted 309,039 restricted stock units vesting in three installments, the first of which vested on March 8, 2016, second of which vested on March 20, 2017, and the third of which will vest as of the last day of the Issuer's 2017 fiscal year, subject to the Issuer's achievement of specified levels of adjusted operating income and subject to retention and acceleration under certain circumstances.