FIVE BELOW, INC — Director's Dealing 2018

Apr 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2018-04-18

Reporting Person: Romanko Michael (EVP of Merchandising)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-04-18	Common Stock	M	6227	$33.98	Acquired	27684	Direct
2018-04-18	Common Stock	S	6227	$77.17	Disposed	21457	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-04-18	Stock Option (right to buy)	$33.98	M	6227	Disposed	2025-01-19	Common Stock (6227)	Direct

Footnotes

F1: 50% of the option grant vested and became exercisable on January 19, 2017, 25% vested and became exercisable on January 19, 2018 and the remaining 25% will vest and become exercisable on the fourth anniversary of the grant date, subject to the reporting person's continued employment.