FIVE BELOW, INC — Director's Dealing 2022

Dec 7, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FIVE BELOW, INC (FIVE)
CIK: 0001177609
Period of Report: 2022-12-02

Reporting Person: SPECTER ERIC M (CAO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-12-02	Common Stock	M	7800	$35.27	Acquired	39043	Direct
2022-12-02	Common Stock	M	1700	$28.58	Acquired	40743	Direct
2022-12-02	Common Stock	S	9500	$183.7934	Disposed	31243	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-12-02	Stock Option (right to buy)	$35.27	M	7800	Disposed	2024-07-28	Common Stock (7800)	Direct
2022-12-02	Stock Option (right to buy	$28.58	M	1700	Disposed	2025-03-10	Common Stock (1700)	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 $183.7901 to $183.8950, inclusive. The reporting person undertakes to provide to the Issuer, any security holder 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.