X0306 4 2012-07-24 0 0001177609 FIVE BELOW, INC FIVE 0001474396 GPE VI GP Limited Partnership C/O ADVENT INTERNATIONAL CORPORATION 75 STATE STREET, 29TH FLOOR BOSTON MA 02109 0 0 0 1 Member of group>10% Common Stock 2012-07-24 4 C 0 27061044 A 27061044 I See Footnote Common Stock 2012-07-24 4 S 0 3412423 15.81 D 23648621 I See Footnote Series A 8% Convertible Preferred Stock 2012-07-24 4 D 0 78211111 0.00 D Common Stock 27061044 0 I See Footnote The Series A 8% Convertible Preferred Stock is convertible into Five Below, Inc. common stock on a 1-for-0.346 basis and has no expiration date. These securities are indirectly beneficially owned in the following capacities: as General Partner of Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent International GPE VI-B Limited Partnership, Advent International GPE VI-F Limited Partnership and Advent International GPE VI-G Limited Partnership. These five GPE VI Funds are shareholders of Advent - Five Below Acquisition Limited Partnership which is the direct owner of these securities. Jarlyth H. Gibson, Compliance Officer 2012-07-24