Five Below, Inc.
1818 Market Street
Suite 1900
Philadelphia, PA 19103
July 17, 2012
Via EDGAR
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549
Attention: Mara L. Ransom, Assistant Director
| Re: | Five Below, Inc. |
Registration Statement on Form S-1
Filed April 18, 2012, as amended
Registration No. 333-180780
Ladies and Gentlemen:
Five Below, Inc., a Pennsylvania corporation (the “Company”), hereby acknowledges its obligations under the Securities Act of 1933, as amended, as they relate to the Registration Statement on Form S-1, filed on April 18, 2012, as amended (Registration No. 333-180780) and further acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We thank you for your prompt attention to this letter and look forward to hearing from you at your earliest convenience. Please direct any questions concerning this correspondence to John P. Duke of Pepper Hamilton LLP at 610.640.7839.
| Very truly yours, | ||
| Five Below, Inc. | ||
| By: | /s/ KENNETH R. BULL | |
| Name: | Kenneth R. Bull | |
| Title: | Chief Financial Officer, Treasurer and Secretary | |
