FIVE BELOW, INC — Director's Dealing 2018

Jun 27, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2018-06-25

Reporting Person: BULL KENNETH R (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-06-25	Common Stock	M	3750	$39.70	Acquired	72990	Direct
2018-06-25	Common Stock	S	3750	$99.00	Disposed	69240	Direct
2018-06-25	Common Stock	M	2348	$38.71	Acquired	71588	Direct
2018-06-25	Common Stock	S	2348	$99.00	Disposed	69240	Direct
2018-06-25	Common Stock	M	10790	$28.58	Acquired	80030	Direct
2018-06-25	Common Stock	S	10790	$99.00	Disposed	69240	Direct
2018-06-25	Common Stock	M	2316	$39.30	Acquired	71556	Direct
2018-06-25	Common Stock	S	2316	$99.00	Disposed	69240	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-06-25	Stock Option (right to buy)	$39.70	M	3750	Disposed	2023-07-18	Common Stock (3750)	Direct
2018-06-25	Stock Option (right to buy)	$38.71	M	2348	Disposed	2024-06-24	Common Stock (2348)	Direct
2018-06-25	Stock Option (right to buy)	$28.58	M	10790	Disposed	2025-03-10	Common Stock (10790)	Direct
2018-06-25	Stock Option (right to buy)	$39.30	M	2316	Disposed	2026-03-11	Common Stock (2316)	Direct

Footnotes

F1: Stock options are fully vested and exercisable.

F2: 50% of the option grant vested and became exercisable on March 10, 2017, 25% of the option grant vested and became exercisable on March 10, 2018 and the remaining 25% of the option grant will vest and become exercisable on March 10, 2019.

F3: 50% of the option grant vested and became exercisable on March 11, 2018, and the remaining 50% will vest and become exercisbale in 25% increments on March 11, 2019 and March 11, 2020.