8-K


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 7, 2016
 
FIVE BELOW, INC.
(Exact Name of Registrant as Specified in Charter)
 
 
 
 
Pennsylvania
001-35600
 
75-3000378
(State or Other Jurisdiction of
Incorporation)
(Commission
File Number)
 
(IRS Employer
Identification No.)
1818 Market Street
Suite 2000
Philadelphia, PA 19103
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (215) 546-7909
Not applicable
(Former Name or Former Address, if Changed Since Last Report)

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 2.02
Results of Operations and Financial Condition.
On January 7, 2016, Five Below, Inc. issued a press release providing an update on its previously communicated fourth quarter of fiscal 2015 net sales and earnings guidance based on quarter-to-date results for the nine-weeks ended January 2, 2016 (the "Press Release"). A copy of the Press Release is attached hereto as Exhibit 99.1, and is being furnished, not filed, under item 2.02 of this Current Report on Form 8-K.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number
Exhibit Description
99.1
Press Release dated January 7, 2016 concerning fourth quarter of fiscal 2015 net sales and earnings guidance based on quarter-to-date results for the nine-weeks ended January 2, 2016.






SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
Five Below, Inc.
Date: January 7, 2016
 
 
 
 
 By:
/s/ Kenneth R. Bull
 
 
 
 
 
 
Name:
 
Kenneth R. Bull
 
 
 
 
 
 
Title:
 
Chief Financial Officer and Treasurer





EXHIBIT INDEX
 
Exhibit Number
Exhibit Description
99.1
Press Release dated January 7, 2016 concerning fourth quarter of fiscal 2015 net sales and earnings guidance based on quarter-to-date results for the nine-weeks ended January 2, 2016.