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.

(d) Exhibits

Exhibit
  No.        Description

99.1         Press Release dated January 30, 2013 announcing upsizing and pricing
             of secondary offering.