SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Pasch Matthew

(Last)

(First)

(Middle)

2006 ROUTE 130 NORTH

(Street)

BURLINGTON

08016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
11/15/2023

3. Issuer Name and Ticker or Trading Symbol
Burlington Stores, Inc. [ BURL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Human Resources Officer

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	7,140⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (right to buy)	⁽²⁾	05/01/2028	Common Stock	282	$135.37	D
Employee Stock Option (right to buy)	⁽³⁾	05/01/2029	Common Stock	478	$170.08	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/01/2030	Common Stock	728	$179.46	D
Employee Stock Option (right to buy)	⁽⁵⁾	05/03/2031	Common Stock	577	$326.73	D
Employee Stock Option (right to buy)	⁽⁶⁾	05/02/2032	Common Stock	994	$211.68	D
Employee Stock Option (right to buy)	⁽⁷⁾	02/01/2033	Common Stock	66	$234.15	D
Employee Stock Option (right to buy)	⁽⁸⁾	05/01/2033	Common Stock	1,390	$186.61	D
Employee Stock Option (right to buy)	⁽⁹⁾	10/09/2033	Common Stock	1,253	$121.35	D

Explanation of Responses:

1. Includes restricted stock units for (i) 171 shares, which fully vest on May 1, 2024, (ii) 202 shares, which vest in equal installments on May 3 of each of 2024 and 2025, (iii) 554 shares, which vest in substantially equal installments on May 2 of each of 2024 through 2026, (iv) 49 shares, which vest in substantially equal installments on February 1 of each of 2024 through 2027, (v) 1,034 shares, which vest in substantially equal installments on May 1 of each of 2024 through 2027, (vi) 1,808 shares, which fully vest on January 9, 2026 and (vii) 466 shares which vest in substantially equal installments on October 9 of each of 2024 through 2027.

2. Options granted on May 1, 2018 that are fully exercisable.

3. Options granted on May 1, 2019 that are fully exercisable.

4. Options granted on May 1, 2020 that are exercisable as to approximately 67% of the shares and become fully exercisable on the fourth anniversary of the grant date.

5. Options granted on May 3, 2021 that are exercisable as to 50% of the shares and become exercisable as to an additional 25% of the shares on each of third and fourth anniversaries of the grant date.

6. Options granted on May 2, 2022 that are exercisable as to 25% of the shares and become exercisable as to an additional 25% of the shares on each of the second through the fourth anniversaries of the grant date.

7. Options granted on February 1, 2023 that become exercisable in one-quarter installments on each of the first four anniversaries of the grant date.

8. Options granted on May 1, 2023 that become exercisable in one-quarter installments on each of the first four anniversaries of the grant date.

9. Options granted on October 9, 2023 that become exercisable in one-quarter installments on each of the first four anniversaries of the grant date.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Christopher Schaub, as attorney-in-fact for Matthew Pasch	11/22/2023
	** 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 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.