FIVE BELOW, INC — Director's Dealing 2018

Jul 31, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2018-07-28

Reporting Person: SPECTER ERIC M (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-07-28	Common Stock	M	2500	—	Acquired	15424	Direct
2018-07-28	Common Stock	F	1149	$96.19	Disposed	14275	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-07-28	Restricted Stock Units	$	M	2500	Disposed		Common Stock (2500)	Direct

Footnotes

F1: On July 28, 2018, 25% of the reporting person's restricted stock unit award vested and converted into 2,500 shares of common stock on a one-for-one basis.

F2: On July 28, 2014, the reporting person was granted 10,000 restricted stock units, of which 50% vested two years after the grant date, 25% vested on the third anniversary of the grant date and 25% vested on the fourth anniversary of the grant date.