SEC Form 4 · accession 0001192482-15-000055

FIVE BELOW, INC · FIVE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — CFO & Treas.

Period of report

Mar 10, 2015

Accepted (ET)

Mar 12, 2015 · 5:36 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001177609

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F1,F3	—	Mar 10, 2015	A	10,496	A	—	—	Common Stock	10,496	10,496	D
Stock Option (Right To Buy)^F4	$28.58	Mar 10, 2015	A	14,387	A	—	Mar 10, 2025	Common Stock	14,387	14,387	D

F1Each performance restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.
F2The reporting person is eligible to receive from 0%-150% of the target number of performance restricted stock units, 6,997. The number reflected in Table II above represents the maximum number of shares the reporting person is eligible to receive subject to the Company's achievement of specified adjusted operating income. The performance restricted stock units earned will be interpolated proportionately to determine the number of shares deliverable for any attainment of the performance goal that is between the applicable threshold and the target levels or between the target and the maximum levels.
F3The performance restricted stock units vest at the end of a three-year period subject to the Company's achievement of specified adjusted operating income.
F450% of the option grant will vest and become exercisable two years after the vesting commencement date, March 10, 2015, and the remaining 50% will vest and become exercisable in 25% increments on the third and fourth anniversaries of the vesting commencement date.