BURL Burlington Stores Inc

[ ] 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                                                                                   
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940                       

1. Name and Address of Reporting Person * Crimmins John	2. Issuer Name and Ticker or Trading Symbol Burlington Stores, Inc. [ BURL ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Executive VP of Finance
(Last)          (First)          (Middle) 2006 ROUTE 130 NORTH	3. Date of Earliest Transaction (MM/DD/YYYY) 9/3/2019
(Street) BURLINGTON, NJ 08016 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	9/3/2019		M		2200	A	$4.55	23712	D
Common Stock	9/3/2019		M		1795	A	$54.58	25507	D
Common Stock	9/3/2019		M		2973	A	$98.92	28480	D
Common Stock	9/3/2019		M		2349	A	$135.37	30829	D
Common Stock	9/3/2019		S		5084	D	$200.17 (1)	25745	D
Common Stock	9/3/2019		S		1486	D	$201.06 (2)	24259	D
Common Stock	9/3/2019		S		2859	D	$202.15 (3)	21400	D
Common Stock	9/3/2019		S		4108	D	$203.01 (4)	17292	D
Common Stock	9/3/2019		S		716	D	$203.58 (5)	16576	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Employee Stock Option (right to buy)	$4.55	9/3/2019		M			2200	(6)	6/18/2023	Common Stock	2200	$0.00	4400	D
Employee Stock Option (right to buy)	$54.58	9/3/2019		M			1795	(7)	4/8/2026	Common Stock	1795	$0.00	599	D
Employee Stock Option (right to buy)	$98.92	9/3/2019		M			2973	(8)	5/1/2027	Common Stock	2973	$0.00	2974	D
Employee Stock Option (right to buy)	$135.37	9/3/2019		M			2349	(9)	5/1/2028	Common Stock	2349	$0.00	7047	D

Explanation of Responses:
(1)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $199.67 to $200.66, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $200.68 to $201.45, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $201.75 to $202.42, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $202.48 to $203.47, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(5)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $203.51 to $203.74, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(6)	The options are currently exercisable as to 60% of the shares and become exercisable as to an additional 20% of the shares on May 17, 2020 and as to the remaining 20% of the shares on May 17, 2021.
(7)	The options are currently exercisable as to 75% of the shares and become exercisable as to the remaining 25% of the shares on April 8, 2020.
(8)	The options are currently exercisable as to 50% of the shares and become exercisable as to an additional 25% of the shares on May 1, 2020 and as to the remaining 25% of the shares on May 1, 2021.
(9)	The options are currently exercisable as to 25% of the shares and become exercisable as to an additional 25% of the shares on May 1, 2020, as to an additional 25% of the shares on May 1, 2021, and as to the remaining 25% of the shares on May 1, 2022.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Crimmins John 2006 ROUTE 130 NORTH BURLINGTON, NJ 08016			Executive VP of Finance

Signatures
/s/ Christopher Schaub, as attorney-in-fact for John Crimmins		9/5/2019
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

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