Initial Statement of Beneficial Ownership (3)

FORM 3	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES	OMB APPROVAL OMB Number: 3235-0104 Estimated average burden hours per response... 0.5
	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 ^*

Makuen David N.

2. Date of Event Requiring Statement (MM/DD/YYYY) 10/29/2017

3. Issuer Name and Ticker or Trading Symbol

FIVE BELOW, INC [FIVE]

(Last) (First) (Middle)

C/O FIVE BELOW, INC., 1818 MARKET STREET, SUITE 2000

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director _____ 10% Owner
___ X ___ Officer (give title below) _____ Other (specify below)
Executive Vice President /

(Street)

PHILADELPHIA, PA 19103

(City) (State) (Zip)

5. 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 Beneficially Owned
1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	4085 ⁽²⁾	D

*Table II - Derivative Securities Beneficially Owned ( e.g.* , puts, calls, warrants, options, convertible securities)**
1. Title of Derivate Security (Instr. 4)	2. Date Exercisable and Expiration Date (MM/DD/YYYY)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivate Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Option (right to buy)	⁽³⁾	11/22/2021	Common Stock	46400	$6.13	D
Stock Option (right to buy)	⁽³⁾	7/18/2023	Common Stock	10000	$39.70	D
Stock Option (right to buy)	⁽⁴⁾	6/24/2024	Common Stock	5366	$38.71	D
Stock Option (right to buy)	⁽⁵⁾	3/10/2025	Common Stock	8992	$28.58	D
Stock Option (right to buy)	⁽⁶⁾	3/11/2026	Common Stock	3970	$39.30	D

Explanation of Responses:
(1)	Includes 1,312 shares that were granted in the form of restricted stock units. Each restricted stock unit represents the contingent right to receive one share of Five Below, Inc.'s common stock.
(2)	50% of the 1,312 shares granted in the form of restricted stock units will vest two years after the grant date, March 7, 2017 and the remaining 50% will vest in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment.
(3)	The vesting terms for this option grant have been satisfied and 100% of the option grant is vested and exercisable.
(4)	75% of the option grant is vested and exercisable, and the remaining 25% will vest and become exercisable on the fourth anniversary of the grant date, June 24, 2014, subject to the reporting persons' continued employment.
(5)	50% of the option grant is vested and exercisable, and the remaining 50% will vest and become exercisable in 25% increments on the third and fourth anniversaries of the grant date, March 10, 2015, subject to the reporting person's continued employment.
(6)	50% of the option grant will vest and become exercisable two years after the grant date, March 11, 2016, and the remaining 50% will vest and become exercisable in 25% increments on the third and fourth anniversaries of the grant date, subject to the reporting person's continued employment.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Makuen David N. C/O FIVE BELOW, INC. 1818 MARKET STREET, SUITE 2000 PHILADELPHIA, PA 19103			Executive Vice President

Signatures
Maureen Mulligan, Attorney-in-Fact for David N. Makuen		11/6/2017
^** 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 5(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.