Five Below, Inc
FIVE BELOW, INC (Form: 4, Received: 03/22/2017 19:53:06)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response...
0.5
                      
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Anderson Joel D
2. Issuer Name and Ticker or Trading Symbol

FIVE BELOW, INC [ FIVE ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
President and CEO
(Last)          (First)          (Middle)

C/O FIVE BELOW INC., 1818 MARKET STREET, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YYYY)

3/20/2017
(Street)

PHILADELPHIA, PA 19103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock   3/20/2017     M    20929   A $0   100277   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units     (1) 3/20/2017     M         26162   (2)     (3)   (3) Common Stock   20929   $0   0   D  
 

Explanation of Responses:
( 1)  Each restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.
( 2)  The number reflected in Table II above represents the maximum number of shares the reporting person was eligible to receive pursuant to the restricted stock unit award dated July 21, 2014, which provided that the reporting person was eligible to receive from 0%-150% of the target number of performance restricted stock awards, 17,441. Based on the level of attainment of the associated performance goal, the reporting person vested with respect to 20,929 shares of Five Below, Inc. common stock, and the remaining restricted stock units were canceled.
( 3)  The restricted stock units vest at the end of a three-year period subject to the Company's achievement of specified adjusted operating income.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Anderson Joel D
C/O FIVE BELOW INC.
1818 MARKET STREET, SUITE 2000
PHILADELPHIA, PA 19103


President and CEO

Signatures
/s/ Maureen Mulligan, as Attorney-In-Fact for Joel D. Anderson 3/22/2017
** 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).
** 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 control number.