SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Pursuant to Section 13 OR 15(d) of
the Securities and Exchange Act of 1934
Date of Report (Date of earliest reported): January 30, 2013
FIVE BELOW, INC.
(Exact Name of Registrant as Specified in Charter)
1818 Market Street
Philadelphia, PA 19103
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code: (215) 546-7909
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 (see General Instruction A.2. below):
On January 30, 2013, Five Below, Inc. issued a press release announcing the upsizing and pricing of its secondary offering. The size of the offering has been increased to 11,315,000 shares of common stock at a public offering price of $35.65 per share. All 11,315,000 shares are being offered by selling shareholders. Certain selling shareholders have granted the underwriters of the offering an option to purchase an additional 1,697,250 shares. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
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.