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: Vellios Thomas (Director, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-20	Common Stock	M	128766	—	Acquired	778604	Direct
2018-03-20	Common Stock	F	59163	$68.98	Disposed	719441	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-20	Restricted Stock Units	$	M	128766	Disposed		Common Stock (128766)	Direct

Footnotes

F1: On March 20, 2018, the third and final tranche of the reporting person's 309,039 restricted stock units vested with respect to 128,766 shares of common stock.

F2: Each performance restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.

F3: As previously reported, on December 19, 2014, the reporting person was granted 309,039 restricted stock units vesting in three installments, subject to the Issuer's achievement of specified levels of adjusted operating income and subject to retention and acceleration under certain circumstances. The first installment vested on March 8, 2016, the second installment vested on March 20, 2017, and the third installment vested on March 20, 2018.