400 Berwyn Park
899 Cassatt Road
Berwyn, PA 19312-1183
610.640.7800
Fax 610.640.7835
John P. Duke
direct dial: 610.640.7839
direct fax: 267.200.0753
dukej@pepperlaw.com
May 13, 2013
VIA EDGAR
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
| Re: |
Five Below, Inc. Registration Statement on Form S-1 |
Ladies and Gentlemen:
Enclosed for filing under the Securities Act of 1933, as amended, is the Registration Statement on Form S-1 of Five Below, Inc. (the “Company”). This is a follow-on public offering of shares of the Company’s common stock.
As previously communicated, the Company is an “emerging growth company” within the meaning of the Jumpstart our Business Startups Act, P.L. 112-106 (the “JOBS Act”) and has elected not to take advantage of the extension of time to comply with new or revised financial accounting standards provided under section 7(a)(2)(B) of the Securities Act of 1933 and section 13(a) of the Securities Exchange Act of 1934, as added by section 102(b) of the JOBS Act.
Please direct any questions regarding this filing to me at 610.640.7839 or Barry M. Abelson at 215.981.4282.
| Very truly yours, |
| /s/ JOHN P. DUKE |
| John P. Duke |
