George Hill - May 8, 2021 Form 4 Insider Report for FIVE BELOW, INC (FIVE)

Role: EVP, Store Operations
Signature: /s/ Ronald J. Masciantonio, Attorney-In-Fact
Stock symbol: FIVE
Transactions as of: May 8, 2021
Transactions value $: -$88,622
Form type: 4
Date filed: 5/11/2021, 05:25 PM
Next filing: Feb 10, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FIVE	Common Stock	Options Exercise	$0	+980	+5.71%	$0.00	18.1K	May 8, 2021	Direct
transaction	FIVE	Common Stock	Tax liability	-$88.6K	-451	-2.49%	$196.50	17.7K	May 8, 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	FIVE	Restricted Stock Units	Options Exercise	$0	-980	-100%	$0.00^*	0	May 8, 2021	Common Stock	980	$0.00	Direct	F1

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On May 8, 2017, the reporting person was granted 3,918 restricted stock units, with 50% of the restricted stock units vesting on the second anniversary of the grant date, and the remaining 50% vesting in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment.