FIVE BELOW, INC — Director's Dealing 2019

Jun 14, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2019-06-12

Reporting Person: BULL KENNETH R (CFO & Treasurer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-06-12	Common Stock	M	2348	$38.71	Acquired	79227	Direct
2019-06-12	Common Stock	M	3597	$28.58	Acquired	82824	Direct
2019-06-12	Common Stock	M	1158	$39.30	Acquired	83982	Direct
2019-06-12	Common Stock	S	7103	$130.1267	Disposed	76879	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-06-12	Stock Option (Right to Buy)	$38.71	M	2348	Acquired	2024-06-24	Common Stock (2348)	Direct
2019-06-12	Stock Option (Right to Buy)	$28.58	M	3597	Acquired	2025-03-10	Common Stock (3597)	Direct
2019-06-12	Stock Option (Right to Buy)	$39.30	M	1158	Acquired	2026-03-11	Common Stock (1158)	Direct

Footnotes

F1: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $130.0 to $130.54, inclusive. The reporting person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.

F2: 50% of the option grant vested and became exercisable on June 24, 2016, 25% vested and became exercisable on June 24, 2017, and the remaining 25% vested and became exercisable on June 24, 2018.

F3: 50% of the option grant vested and became exercisable on March 10, 2017, 25% vested and became exercisable on March 10, 2018, and the remaining 25% vested and became exercisable on March 10, 2019.

F4: 50% of the option grant vested and became exercisable on March 11, 2018, 25% vested and became exercisable on March 11, 2019, and the remaining 25% will vest and become exercisable on March 10, 2020.