SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Anderson Joel D

(Last)

(First)

(Middle)

C/O FIVE BELOW INC.

1818 MARKET STREET, SUITE 2000

(Street)

PHILADELPHIA

19103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FIVE BELOW, INC [ FIVE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/20/2018

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/20/2018		M		14,535	A	$0⁽¹⁾	122,228	D
Common Stock	03/20/2018		F		6,740	D	$68.98	115,488	D
Common Stock	03/20/2018		M		24,561	A	$0⁽²⁾	140,049	D
Common Stock	03/20/2018		F		11,390	D	$68.98	128,659	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽³⁾	03/20/2018		M			14,535⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	14,535	$0	14,535	D
Restricted Stock Units	⁽³⁾	03/20/2018		M			31,490⁽⁵⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	31,490	$0	0	D

Explanation of Responses:

1. On 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.

2. On 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.

3. Each restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.

4. 50% 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.

5. The 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.

6. These 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.

Remarks:

	/s/ Maureen Mulligan, as Attorney-In-Fact for Joel D. Anderson	03/22/2018
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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