George Hill - 08 May 2021 Form 4 Insider Report for FIVE BELOW, INC (FIVE)

Role: EVP, Store Operations
Signature: /s/ Ronald J. Masciantonio, Attorney-In-Fact
Issuer symbol: FIVE
Transactions as of: 08 May 2021
Net transactions value: -$88,622
Form type: 4
Filing time: 11 May 2021, 17:25:46 UTC
Next filing: 10 Feb 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	FIVE	Common Stock	Options Exercise	$0	+980	+5.7%	$0.000000	18,147	08 May 2021	Direct
transaction	FIVE	Common Stock	Tax liability	$88,622	-451	-2.5%	$196.50	17,696	08 May 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%	$0.000000^*	0	08 May 2021	Common Stock	980	$0.000000	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.