SCHEDULE 13G
Amendment No. 2
FIVE BELOW INC
Common Stock
Cusip #33829M101
Cusip #33829M101
Item 1: Reporting Person - FMR LLC
Item 4: Delaware
Item 5: 297,360
Item 6: 0
Item 7: 4,620,784
Item 8: 0
Item 9: 4,620,784
Item 11: 8.526%
Item 12: HC
Cusip #33829M101
Item 1: Reporting Person - Edward C. Johnson 3d
Item 4: United States of America
Item 5: 0
Item 6: 0
Item 7: 4,620,784
Item 8: 0
Item 9: 4,620,784
Item 11: 8.526%
Item 12: IN
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Item 1(a). Name of Issuer:
FIVE BELOW INC
Item 1(b). Name of Issuer's Principal Executive Offices:
1818 MARKET ST
SUITE 1900
PHILADELPHIA, PA 19103
Item 2(a). Name of Person Filing:
FMR LLC
Item 2(b). Address or Principal Business Office or, if None,
Residence:
245 Summer Street, Boston, Massachusetts 02210
Item 2(c). Citizenship:
Not applicable
Item 2(d). Title of Class of Securities:
Common Stock
Item 2(e). CUSIP Number:
33829M101
Item 3. This statement is filed pursuant to Rule 13d-1(b) or 13d-2(b)
and the person filing,
FMR LLC, is a parent holding company in accordance with Section 240.13d-
1(b)(ii)(G). (Note: See Item 7).
Item 4. Ownership
(a) Amount Beneficially Owned: 4,620,784
(b) Percent of Class: 8.526%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
297,360
(ii) shared power to vote or to direct the vote: 0
(iii) sole power to dispose or to direct the
disposition of: 4,620,784
(iv) shared power to dispose or to direct the
disposition of: 0
Item 5. Ownership of Five Percent or Less of a Class.
Not applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Various persons have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
Common Stock of FIVE BELOW INC. No one person's interest in the Common
Stock of FIVE BELOW INC is more than five percent of the total outstanding
Common Stock.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company.
See attached Exhibit A.
Item 8. Identification and Classification of Members of the Group.
Not applicable. See attached Exhibit A.
Item 9. Notice of Dissolution of Group.
Not applicable.
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired in the ordinary course of
business and were not acquired for the purpose of and do not have the
effect of changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a participant in
any transaction having such purpose or effect.
Signature
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.
April 9, 2014
Date
/s/ Scott C. Goebel
Signature
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008,
by and on behalf of FMR LLC and its direct and indirect subsidiaries
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
Pursuant to the instructions in Item 7 of Schedule 13G,
Fidelity Management & Research Company ("Fidelity"), 245 Summer Street,
Boston, Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and an
investment adviser registered under Section 203 of the Investment Advisers
Act of 1940, is the beneficial owner of 4,323,424 shares or 7.978% of the
Common Stock outstanding of FIVE BELOW INC ("the Company") as a result of
acting as investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940.
Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity, and the funds each has sole power to dispose of the 4,323,424
shares owned by the Funds.
Members of the family of Edward C. Johnson 3d, Chairman of
FMR LLC, are the predominant owners, directly or through trusts, of Series
B voting common shares of FMR LLC, representing 49% of the voting power of
FMR LLC. The Johnson family group and all other Series B shareholders have
entered into a shareholders' voting agreement under which all Series B
voting common shares will be voted in accordance with the majority vote of
Series B voting common shares. Accordingly, through their ownership of
voting common shares and the execution of the shareholders' voting
agreement, members of the Johnson family may be deemed, under the
Investment Company Act of 1940, to form a controlling group with respect to
FMR LLC.
Neither FMR LLC nor Edward C. Johnson 3d, Chairman of FMR
LLC, has the sole power to vote or direct the voting of the shares owned
directly by the Fidelity Funds, which power resides with the Funds' Boards
of Trustees. Fidelity carries out the voting of the shares under written
guidelines established by the Funds' Boards of Trustees.
Fidelity Management Trust Company, 245 Summer Street,
Boston, Massachusetts 02210, a wholly-owned subsidiary of FMR LLC and a
bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934,
is the beneficial owner of 283,595 shares or 0.523% of the Common Stock
outstanding of the Company as a result of its serving as investment manager
of the institutional account(s).
Edward C. Johnson 3d and FMR LLC, through its control of
Fidelity Management Trust Company, each has sole dispositive power over
283,595 shares and sole power to vote or to direct the voting of 283,595
shares of Common Stock owned by the institutional account(s) as reported
above.
Pyramis Global Advisors Trust Company ("PGATC"), 900 Salem
Street, Smithfield, Rhode Island 02917, an indirect wholly-owned subsidiary
of FMR LLC and a bank as defined in Section 3(a)(6) of the Securities
Exchange Act of 1934, is the beneficial owner of 13,765 shares or 0.025% of
the outstanding Common Stock of the FIVE BELOW INC as a result of its
serving as investment manager of institutional accounts owning such shares.
Edward C. Johnson 3d and FMR LLC, through its control of
Pyramis Global Advisors Trust Company, each has sole dispositive power over
13,765 shares and sole power to vote or to direct the voting of 13,765
shares of Common Stock owned by the institutional accounts managed by PGATC
as reported above.
SCHEDULE 13G - TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b) or 13d-2(b)
RULE 13d-1(f)(1) AGREEMENT
The undersigned persons, on April 9, 2014, agree and
consent to the joint filing on their behalf of this Schedule 13G in
connection with their beneficial ownership of the Common Stock of FIVE
BELOW INC at March 31, 2014.
FMR LLC
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of FMR LLC and its direct and indirect subsidiaries
Edward C. Johnson 3d
By /s/ Scott C. Goebel
Scott C. Goebel
Duly authorized under Power of Attorney effective as of June 1, 2008, by
and on behalf of Edward C. Johnson 3d
Fidelity Management & Research Company
By /s/ Scott C. Goebel
Scott C. Goebel
Senior V.P. and General Counsel
Document-Separator. This page separates the filing documents of two
notifications.
Page of
Exhibit A