X0306 4 2019-02-04 0 0001579298 Burlington Stores, Inc. BURL 0001585978 Katz Marc 2006 ROUTE 130 NORTH BURLINGTON NJ 08016 0 1 0 0 Chief Financial Officer Common Stock 2019-02-04 4 M 0 3666 4.55 A 96154 D Common Stock 2019-02-04 4 S 0 1300 170.50 D 94854 D Common Stock 2019-02-04 4 S 0 1000 171.69 D 93854 D Common Stock 2019-02-04 4 S 0 800 172.43 D 93054 D Common Stock 2019-02-04 4 S 0 1600 173.65 D 91454 D Common Stock 2019-02-04 4 S 0 1800 174.49 D 89654 D Common Stock 2019-02-04 4 S 0 1000 175.18 D 88654 D Employee Stock Option (right to buy) 4.55 2019-02-04 4 M 0 3666 0.00 D 2023-06-20 Common Stock 3666 22000 D The stock option exercise reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 6, 2018. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on June 6, 2018. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $169.95 to $170.89, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., 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 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $171.05 to $172.04, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., 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 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $172.05 to $172.88, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., 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 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $173.05 to $174.01, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., 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 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $174.13 to $174.90, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., 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 to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $175.03 to $175.32, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., 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 to this Form 4. The options are currently exercisable as to 80% of the shares and become exercisable as to the remaining 20% of the shares on July 23, 2019. /s/ Christopher Schaub, as attorney-in-fact for Marc Katz 2019-02-06