FIVE BELOW, INC — Director's Dealing 2020

Jan 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2020-01-24

Reporting Person: Makuen David N. (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-01-24	Common Stock	M	5000	$6.13	Acquired	20148	Direct
2020-01-24	Common Stock	S	5000	$118.2314	Disposed	15148	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-01-24	Stock Option (Right to Buy)	$6.13	M	5000	Disposed	2021-11-22	Common Stock (5000)	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 $118.20 to $118.24, 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 vesting terms for this option grant have been satisfied and 100% of the option grant is vested and exercisable.