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: BULL KENNETH R (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-20	Common Stock	M	5424	—	Acquired	59244	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-20	Restricted Stock Units	$	M	6780	Disposed		Common Stock (5424)	Direct

Footnotes

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

F2: The reporting person was eligible to receive from 0%-150% of the target number of performance restricted stock awards, 4,520. The number reflected in Table II above represents the maximum number of shares the reporting person was eligible to receive subject to the Company's achievement of specified adjusted operating income. Based on the level of attainment of this performance goal, the reporting person vested with respect to 5,424 shares of Five Below, Inc. common stock, and the remaining restricted stock units were canceled.

F3: The restricted stock units vest at the end of a three-year period subject to the Company's achievement of specified adjusted operating income.