SEC Form 4 · accession 0001192482-18-000134
FIVE BELOW, INC · FIVE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Joel D Anderson
Officer — President and CEO · Director
Period of report
Mar 20, 2018
Accepted (ET)
Mar 22, 2018 · 6:54 pm EDT
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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Mar 20, 2018 | M | 14,535 | $0.00 | A | 122,228 | D | |
| Common Stock | Mar 20, 2018 | F | 6,740 | $68.98 | D | 115,488 | D | |
| Common StockF2 | Mar 20, 2018 | M | 24,561 | $0.00 | A | 140,049 | D | |
| Common Stock | Mar 20, 2018 | F | 11,390 | $68.98 | D | 128,659 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F3 | — | Mar 20, 2018 | M | 14,535 | D | — | — | Common Stock | 14,535 | 14,535 | D |
| Restricted Stock UnitsF5,F3,F6 | — | Mar 20, 2018 | M | 31,490 | D | — | — | Common Stock | 31,490 | 0 | D |
Explanation of responses
- F1On March 20, 2018, 50% of a restricted stock unit award granted to the reporting person on July 21, 2014 vested with respect to 14,535 shares of Common Stock.
- F2On March 20, 2018, a performance restricted stock unit award granted to the reporting person on March 10, 2015 vested with respect to 24,561 shares of Common Stock.
- F3Each restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.
- F450% of the restricted stock units granted on July 21, 2014 vested on March 20, 2018, and, subject to the reporting person's continued employment, the remaining 50% will vest on February 2, 2019, in each case based on the attainment of an earnings growth measure performance goal for the Company's 2017 and 2018 fiscal years, as established by the Compensation Committee.
- F5The reporting person was eligible to receive from 0%-150% of the target number of performance restricted stock units, 20,993, based on the Company's achievement of specified adjusted operating income. The number indicated (31,490) represented the maximum number of shares issuable at the 150% achievement level. The actual level of attainment of the performance measure was 117%, entitling the reporting person to receive 24,561 shares of Common Stock.
- F6These performance restricted stock units vested at the end of a three-year period following the grant date of March 10, 2015, based on the Company's achievement of specified adjusted operating income.