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: SPECTER ERIC M (EVP & CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-04-12	Common Stock	M	15000	$35.27	Acquired	35108	Direct
2019-04-12	Common Stock	S	11100	$133.3713	Disposed	24008	Direct
2019-04-12	Common Stock	S	3900	$134.2526	Disposed	20108	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-04-12	Stock Option (right to buy)	$35.27	M	15000	Disposed	2024-07-28	Common Stock (15000)	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 $133.085 to $134.08, 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: The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $134.1 to $134.45, 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

F3: The vesting terms for this option grant have been satisfied and 100% of the option grant is vested and exercisable.