FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * SPECTER ERIC M   2. Issuer Name and Ticker or Trading Symbol FIVE BELOW, INC [FIVE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Administrative Officer (Last) (First) (Middle) C/O FIVE BELOW, INC., 1818 MARKET STREET, SUITE 2000 3. Date of Earliest Transaction (Month/Day/Year) 03/20/2018 (Street) PHILADELPHIA, PA 19103 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 03/20/2018   M   8,186 A $ 0 (1) 14,876 D   Common Stock 03/20/2018   F   3,762 D $ 68.98 11,114 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

(2)

03/20/2018

M

10,496 (3)

(4)

(4)

Common Stock

10,496

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
SPECTER ERIC M C/O FIVE BELOW, INC. 1818 MARKET STREET, SUITE 2000 PHILADELPHIA, PA 19103			Chief Administrative Officer

Signatures

/s/ Maureen Mulligan, as Attorney-In-Fact for Eric Specter		03/22/2018
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On March 20, 2018, a performance restricted stock unit award granted to the reporting person on March 10, 2015 vested with respect to 8,186 shares of Common Stock.
(2)	Each performance restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.
(3)	The reporting person was eligible to receive from 0%-150% of the target number of performance restricted stock units, 6,997, based on the Company's achievement of specified adjusted operating income. The number indicated (10,496) represented the maximum number of shares issuable at the 150% achievement level. The actual level of attainment of the performance measure was 117%, entitling the reporting person to receive 8,186 shares of Common Stock.
(4)	These performance restricted stock units vested at the end of a three-year period following the grant date of March 10, 2015, based on the Company's achievement of specified adjusted operating income.

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