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Ownership Document
|
| Schema Version: X0306 |
| Document Type: 4 |
| Period of Report: 1/24/20 |
| Issuer: |
| Issuer CIK: 1177609 |
| Issuer Name: FIVE BELOW, INC |
| Issuer Trading Symbol: FIVE |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1721571 |
| | Owner Name: Makuen David N. |
| Reporting Owner Address: |
| | Owner Street 1: C/O FIVE BELOW INC. |
| | Owner Street 2: 701 MARKET STREET, SUITE 300 |
| | Owner City: PHILADELPHIA |
| | Owner State: PA |
| | Owner ZIP Code: 19106 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: Executive Vice President |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 1/24/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,000 |
| | | Transaction Price Per Share: |
| Value: 6.13 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 20,148 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 1/24/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: S |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,000 |
| | | Transaction Price Per Share: |
| Value: 118.2314 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 15,148 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Stock Option (Right to Buy) |
| | Conversion or Exercise Price: |
| | | Value: 6.13 |
| | Transaction Date: |
| | | Value: 1/24/20 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: M |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 5,000 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Exercise Date: |
| | | Footnote ID: F2 |
| | Expiration Date: |
| | | Value: 11/22/21 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Value: 5,000 |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 29,400 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| | | Nature of Ownership: |
| Value: |
| Footnotes: |
| Footnote - 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. |
| Footnote - F2: The vesting terms for this option grant have been satisfied and 100% of the option grant is vested and exercisable. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Ronald J. Masciantonio, Attorney-In-Fact |
| Signature Date: 1/28/20 |
