0001192482-12-000195.txt : 20120718 0001192482-12-000195.hdr.sgml : 20120718 20120718163817 ACCESSION NUMBER: 0001192482-12-000195 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120718 FILED AS OF DATE: 20120718 DATE AS OF CHANGE: 20120718 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vellios Thomas CENTRAL INDEX KEY: 0001437430 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-35600 FILM NUMBER: 12968222 MAIL ADDRESS: STREET 1: 18305 E. SAN JOSE AVENUE CITY: CITY OF INDUSTRY STATE: CA ZIP: 91748 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: FIVE BELOW, INC CENTRAL INDEX KEY: 0001177609 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 000000000 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1818 MARKET STREET STREET 2: SUITE 1900 CITY: PHILADELPHIA STATE: PA ZIP: 19103 BUSINESS PHONE: 215 546 7909 MAIL ADDRESS: STREET 1: 1818 MARKET STREET STREET 2: SUITE 1900 CITY: PHILADELPHIA STATE: PA ZIP: 19103 FORMER COMPANY: FORMER CONFORMED NAME: FIVE BELOW INC DATE OF NAME CHANGE: 20030305 FORMER COMPANY: FORMER CONFORMED NAME: CHEAP HOLDINGS INC DATE OF NAME CHANGE: 20020717 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2012-07-18 0 0001177609 FIVE BELOW, INC FIVE 0001437430 Vellios Thomas C/O FIVE BELOW INC. 1818 MARKET STREET, SUITE 1900 PHILADELPHIA PA 19103 1 1 0 0 President & CEO Common Stock 2767396 D Common Stock 1730 I By: Son Common Stock 1730 I By: Son The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. /s/ Maureen Mulligan, as Attorney-In-Fact for Thomas G. Vellios 2012-07-18 EX-24 2 poa5bvellios.htm

                                POWER OF ATTORNEY



 Know all by these presents, that the undersigned hereby constitutes

and appoints each of Kenneth R. Bull and Maureen Mulligan, signing

individually, as the undersigned's true and lawful attorney-in-fact to:



 (1)  execute for and on behalf of the undersigned, in the

undersigned's capacity as President, Chief Executive Officer and Director

of Five Below, Inc., a Pennsylvania corporation, (the "Company"), Forms 3,

4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of

1934 and the rules thereunder;



 (2)  do and perform any and all acts for and on behalf of the

undersigned which may be necessary or desirable to (A) complete and execute

any such Forms 3, 4 or 5, (B) complete and execute any amendment or amendments

thereto and (C) timely file such forms with the United States Securities and

Exchange Commission and any stock exchange or similar authority; and



 (3)  take any other action of any type whatsoever in connection

with the foregoing which, in the opinion of such attorney-in-fact, may be of

benefit to, in the best interest of, or legally required by, the undersigned,

it being understood that the documents executed by such attorney-in-fact

on behalf of the undersigned pursuant to this Power of Attorney shall be in

such form and shall contain such terms and conditions as such attorney-in-fact

may approve in such attorney-in-fact's discretion.



 The undersigned hereby grants to each such attorney-in-fact full power

and authority to do and perform any and every act and thing whatsoever requisite,

necessary or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might

or could do if personally present, with full power of substitution or revocation,

hereby ratifying and confirming all that such attorney-in-fact, or such

attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be

done by virtue of this power of attorney and the rights and powers herein

granted.



 The undersigned acknowledges that the foregoing attorneys-in-fact,

in serving in such capacity at the request of the undersigned, are not assuming,

nor is the Company assuming, any of the undersigned's responsibilities to comply

with Section 16 of the Securities Exchange Act of 1934.



 This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4, and 5 with respect to

the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing delivered

to the foregoing attorneys-in-fact.



 IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney

to be executed as of the 17th day of July, 2012.







       /s/Thomas G. Vellios

      Thomas G. Vellios