FIVE BELOW, INC — Director's Dealing 2019

Apr 16, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2019-04-12

Reporting Person: Romanko Michael (EVP)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-12	Common Stock	M	6227	$33.98	Acquired	27907	Direct
2019-04-12	Common Stock	M	1158	$39.30	Acquired	29065	Direct
2019-04-12	Common Stock	M	496	$39.30	Acquired	29561	Direct
2019-04-12	Common Stock	S	7881	$134.00	Disposed	21680	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-12	Stock Option (right to buy)	$33.98	M	6227	Disposed	2025-01-19	Common Stock (6227)	Direct
2019-04-12	Stock Option (right to buy)	$39.30	M	1158	Disposed	2026-03-11	Common Stock (1158)	Direct
2019-04-12	Stock Option (right to buy)	$39.30	M	496	Disposed	2026-03-11	Common Stock (496)	Direct

Footnotes

F1: The vesting terms for this option grant have been satisfied and 100% of the option grant is vested and exercisable.

F2: 50% of the option grant vested and became exercisable on March 11, 2018, 25% of the option grant vested and became exercisable on March 11, 2019 and the remaining 25% will vest and become exercisable on March 11, 2020, the fourth anniversary of the grant date, subject to the reporting person's continued employment