Five Below Inc
December 31, 2016
Check the appropriate box to designate the rule
pursuant to which this Schedule is filed:
|[ ]||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 (the "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.)
NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
|3.||SEC USE ONLY|
CITIZENSHIP OR PLACE OF ORGANIZATION
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|5. SOLE VOTING POWER||3,048,896|
|6. SHARED VOTING POWER||0|
|7. SOLE DISPOSITIVE POWER||3,257,930|
|8. SHARED DISPOSITIVE POWER||66,682|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
TYPE OF REPORTING PERSON
Name of Issuer
Five Below Inc
Address of Issuer's Principal Executive Offices
1818 MARKET STREET, SUITE 1900, PHILADELPHIA PENNSYLVANIA 19103
Name of Person Filing
AllianceBernstein L.P. ("AllianceBernstein L.P.")
Address of Principal Business Office or, if None, Residence
1345 Avenue of the Americas, New York NY 10105
All media outlets, please contact Andrea Prochniak at AllianceBernstein (212-756-4542) with any questions. All other questions can be directed to Section13USFilings@alliancebernstein.com.
Title of Class of Securities
|Item 3.||If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:|
|(a)||[ ]||Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o).|
|(b)||[ ]||Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).|
|(c)||[ ]||Insurance Company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c).|
|(d)||[ ]||Investment Company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).|
|(e)||[X]||An investment adviser in accordance with Rule 240.13d-1(b)(1)(ii)(E);|
|(f)||[ ]||An employee benefit plan or endowment fund in accordance with Rule 240.13d-1(b)(1)(ii)(F);|
|(g)||[ ]||A parent holding company or control person in accordance with Rule 240.13d-1(b)(1)(ii)(G);|
|(h)||[ ]||A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);|
|(i)||[ ]||A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);|
|(j)||[ ]||Group, in accordance with Rule 240.13d-1(b)(1)(ii)(J).|
|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:|
|3,324,612 shares acquired solely for investment purposes on behalf of client discretionary investment advisory accounts.*|
|(b)||Percent of Class:|
|(c)||Number of shares as to which such person has:|
|(i)||sole power to vote or to direct the vote||3,048,896|
|(ii)||shared power to vote or to direct the vote||0|
|(iii)||sole power to dispose or to direct the disposition of||3,257,930|
|(iv)||shared power to dispose or to direct the disposition of||66,682|
*AllianceBernstein L.P. is a majority owned subsidiary of AXA Financial, Inc.
and an indirect majority owned subsidiary of AXA SA. AllianceBernstein operates
under independent management and makes independent decisions from AXA and AXA
Financial and their respective subsidiaries and AXA and AXA Financial calculate
and report beneficial ownership separately from AllianceBernstein pursuant to
guidance provided by the Securities and Exchange Commission in
Release Number 34-39538 (January 12, 1998).
AllianceBernstein may be deemed to share beneficial ownership with AXA reporting persons by virtue of 66,682 shares of common stock acquired on behalf of the general and special accounts of the affiliated entities for which AllianceBernstein serves as a subadvisor. Each of AllianceBernstein and the AXA entities reporting herein acquired their shares of common stock for investment purposes in the ordinary course of their investment management and insurance businesses.
|Item 5.||Ownership of Five Percent or Less of 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.|
Identification and Classification of the Subsidiary Which Acquired
the Security Being Reported on by the Parent Holding Company.
Identification and Classification of Members of the Group.
Not Applicable. This schedule is not being filed pursuant to Rule 13d-1(b)(1)(ii)(J) or Rule 13d-1(d).
Notice of Dissolution of Group.
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.
|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.|
February 14, 2017
SVP and Head of Regulatory Reporting