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: Anderson Joel D (President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-20	Common Stock	M	20929	—	Acquired	100277	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-20	Restricted Stock Units	$	M	26162	Disposed		Common Stock (20929)	Direct

Footnotes

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

F2: The number reflected in Table II above represents the maximum number of shares the reporting person was eligible to receive pursuant to the restricted stock unit award dated July 21, 2014, which provided that the reporting person was eligible to receive from 0%-150% of the target number of performance restricted stock awards, 17,441. Based on the level of attainment of the associated performance goal, the reporting person vested with respect to 20,929 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.