FIVE BELOW, INC — Director's Dealing 2019

May 10, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2019-05-08

Reporting Person: Hill George (EVP, Store Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-05-08	Common Stock	M	1959	—	Acquired	4837	Direct
2019-05-08	Common Stock	F	607	$136.65	Disposed	4230	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-05-08	Restricted Stock Units	$	M	1959	Disposed		Common Stock (1959)	Direct

Footnotes

F1: Each restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.

F2: On May 8, 2017, the reporting person was granted 3,918 restricted stock units, with 50% of the restricted stock units vesting on the second anniversary of the grant date, and the remaining 50% vesting in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment.