SEC Form 4 · accession 0001192482-17-000313

FIVE BELOW, INC · FIVE

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

Reporting owner

Officer — Chief Administrative Officer

Period of report

Dec 14, 2017

Accepted (ET)

Dec 15, 2017 · 4:14 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001177609

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Common Stock	Dec 14, 2017	M	7,193	$28.58	A	13,883	D
Common Stock^F1	Dec 14, 2017	S	7,193	$67.08	D	6,690	D
Common Stock	Dec 14, 2017	M	7,807	$35.27	A	14,497	D
Common Stock^F1	Dec 14, 2017	S	7,807	$67.08	D	6,690	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Option (right to buy)^F2	$28.58	Dec 14, 2017	M	7,193	D	—	Mar 10, 2025	Common Stock	7,193	7,193	D
Stock Option (right to buy)^F3	$35.27	Dec 14, 2017	M	7,807	D	—	Jul 28, 2024	Common Stock	7,807	7,807	D

F1The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $66.93 to $67.21, 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.
F250% of the option grant vested and became exercisable on March 10, 2017, and the remaining 50% will vest and become exercisable in 25% increments on the third and fourth anniversaries of the vesting commencement date, subject to the reporting person's continued employment.
F350% of the option grant vested and became exercisable on July 28, 2016, 25% of the option grant vested and became exercisable on July 28, 2017 and the remaining 25% will vest and become exercisable on July 28, 2018, subject to the reporting person's continued employment.