0001422848-17-000055.txt : 20170213 0001422848-17-000055.hdr.sgml : 20170213 20170213163806 ACCESSION NUMBER: 0001422848-17-000055 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIVE BELOW, INC CENTRAL INDEX KEY: 0001177609 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-86928 FILM NUMBER: 17599814 BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET STREET 2: SUITE 1900 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 215 546 7909 MAIL ADDRESS: STREET 1: 1818 MARKET STREET STREET 2: SUITE 1900 CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: FIVE BELOW INC DATE OF NAME CHANGE: 20030305 FORMER COMPANY: FORMER CONFORMED NAME: CHEAP HOLDINGS INC DATE OF NAME CHANGE: 20020717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Capital Research Global Investors CENTRAL INDEX KEY: 0001422848 IRS NUMBER: 951411037 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 333 SOUTH HOPE STREET STREET 2: 55TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 BUSINESS PHONE: 213-486-9200 MAIL ADDRESS: STREET 1: 333 SOUTH HOPE STREET STREET 2: 55TH FLOOR CITY: LOS ANGELES STATE: CA ZIP: 90071 SC 13G 1 edgfive.txt SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Five Below, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 33829M101 (CUSIP Number) December 30, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP: 33829M101 Page 1 of 4 1 NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Capital Research Global Investors ** 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 5 SOLE VOTING POWER 2,757,120 6 SHARED VOTING POWER NUMBER OF SHARES NONE BENEFICIALL Y OWNED BY 7 SOLE DISPOSITIVE POWER EACH REPORTING 2,757,120 PERSON WITH: 8 SHARED DISPOSITIVE POWER NONE 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,757,120 Beneficial ownership disclaimed pursuant to Rule 13d-4 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.0% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IA ** A division of Capital Research and Management Company (CRMC) CUSIP: 33829M101 Page 2 of 4 SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 Amendment No. Item 1(a) Name of Issuer: Five Below, Inc. Item 1(b) Address of Issuer's Principal Executive Offices: 1818 Market Street, Suite 1900 Philadelphia, PA 19103 Item 2(a) Name of Person(s) Filing: Capital Research Global Investors Item 2(b) Address of Principal Business Office or, if none, Residence: 333 South Hope Street Los Angeles, CA 90071 Item 2(c) Citizenship: N/A Item 2(d) Title of Class of Securities: Common Stock Item 2(e) CUSIP Number: 33829M101 Item 3 If this statement is filed pursuant to sections 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: (e) [X] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E). Item 4 Ownership Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. (a) Amount beneficially owned: (b) Percent of class: (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: (ii) Shared power to vote or to direct the vote: (iii) Sole power to dispose or to direct the disposition of: (iv) Shared power to dispose or to direct the disposition of: See page 2 Capital Research Global Investors is deemed to be the beneficial owner of 2,757,120 shares or 5% of the 54,882,880 shares believed to be outstanding as a result of CRMC acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. CUSIP: 33829M101 Page 3 of 4 Item 5 Ownership of Five Percent or Less of a Class. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person: N/A Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person: N/A Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A Item 10 Certification By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 9, 2017 Signature: Timothy D. Armour*** Name/Title: Timothy D. Armour - Partner Capital Research Global Investors ***By /s/ Herbert Y. Poon Herbert Y. Poon Attorney-in-fact Signed pursuant to a Power of Attorney dated January 6, 2017 included as an Exhibit to Schedule 13G filed with the Securities and Exchange Commission by Capital Research Global Investors on January 10, 2017 with respect to Sprouts Farmers Market, Inc. CUSIP: 33829M101 Page 4 of 4