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Ownership Document
|
| Schema Version: X0407 |
| Document Type: 4 |
| Period of Report: 5/1/23 |
| Issuer: |
| Issuer CIK: 1177609 |
| Issuer Name: FIVE BELOW, INC |
| Issuer Trading Symbol: FIVE |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1669206 |
| | Owner Name: Lathi Dinesh S. |
| 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? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Common Stock |
| | Transaction Date: |
| | | Value: 5/1/23 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 145 |
| | | Transaction Price Per Share: |
| Value: 196.81 |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 6,699 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Footnotes: |
| Footnote - F1: The shares were issued to the reporting person pursuant to the Five Below, Inc. Compensation Policy for Non-Employee Directors in lieu of a quarterly retainer payment of $28,750.00, less applicable tax withholdings. |
| Owner Signature: |
| Signature Name: /s/ Ronald J. Masciantonio, as Attorney-In-Fact for Dinesh Lathi |
| Signature Date: 5/3/23 |
