FIVE BELOW, INC — Director's Dealing 2018

Mar 22, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2018-03-20

Reporting Person: Anderson Joel D (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-20	Common Stock	M	14535	—	Acquired	122228	Direct
2018-03-20	Common Stock	F	6740	$68.98	Disposed	115488	Direct
2018-03-20	Common Stock	M	24561	—	Acquired	140049	Direct
2018-03-20	Common Stock	F	11390	$68.98	Disposed	128659	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-20	Restricted Stock Units	$	M	14535	Disposed		Common Stock (14535)	Direct
2018-03-20	Restricted Stock Units	$	M	31490	Disposed		Common Stock (31490)	Direct

Footnotes

F1: On March 20, 2018, 50% of a restricted stock unit award granted to the reporting person on July 21, 2014 vested with respect to 14,535 shares of Common Stock.

F2: On March 20, 2018, a performance restricted stock unit award granted to the reporting person on March 10, 2015 vested with respect to 24,561 shares of Common Stock.

F3: Each restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.

F4: 50% of the restricted stock units granted on July 21, 2014 vested on March 20, 2018, and, subject to the reporting person's continued employment, the remaining 50% will vest on February 2, 2019, in each case based on the attainment of an earnings growth measure performance goal for the Company's 2017 and 2018 fiscal years, as established by the Compensation Committee.

F5: The reporting person was eligible to receive from 0%-150% of the target number of performance restricted stock units, 20,993, based on the Company's achievement of specified adjusted operating income. The number indicated (31,490) represented the maximum number of shares issuable at the 150% achievement level. The actual level of attainment of the performance measure was 117%, entitling the reporting person to receive 24,561 shares of Common Stock.

F6: These performance restricted stock units vested at the end of a three-year period following the grant date of March 10, 2015, based on the Company's achievement of specified adjusted operating income.