Burlington Stores (BURL) Form 3 Burlington Stores / Mike Metheny ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Metheny Mike

(Last) (First) (Middle)

2006 ROUTE 130 NORTH

(Street)

BURLINGTON NJ 08016

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/19/2021

3. Issuer Name and Ticker or Trading Symbol
Burlington Stores, Inc. [ BURL ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP Supply Chain & Asset Prot.

5. If Amendment, Date of Original Filed (Month/Day/Year)

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	3,332(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(2)	06/17/2023	Common Stock	22,000	4.55	D
Employee Stock Option (right to buy)	(3)	05/01/2027	Common Stock	3,117	98.92	D
Employee Stock Option (right to buy)	(4)	05/01/2028	Common Stock	5,527	135.37	D
Employee Stock Option (right to buy)	(5)	05/01/2029	Common Stock	2,995	170.08	D
Employee Stock Option (right to buy)	(6)	05/01/2030	Common Stock	3,110	179.46	D
Employee Stock Option (right to buy)	(7)	05/03/2031	Common Stock	1,759	326.73	D

Explanation of Responses:

1. Includes (a) restricted stock awards for 347 shares, which fully vest on May 1, 2022, and (b) restricted stock units for (i) 565 shares, which vest in substantially equal installments on May 1 of each of 2022 and 2023, (ii) 822 shares, which vest in substantially equal installments on May 1 of each of 2022 through 2024, and (iii) 615 shares, which vest in substantially equal installments on May 3 of each of 2022 through 2025.

2. Options granted on June 17, 2013 that are exercisable as to 50% of the shares and become exercisable as to the remaining 50% of the shares on May 23, 2022.

3. Options granted on May 1, 2017 that are fully exercisable.

4. Options granted on May 1, 2018 that are exercisable as to 50% of the shares and become exercisable as to the remaining 50% of the shares on the fourth anniversary of the grant date.

5. Options granted on May 1, 2019 that are exercisable as to 50% of the shares and become exercisable as to an additional 25% of the shares on each of the third and fourth anniversaries of the grant date.

6. Options granted on May 1, 2020 that are exercisable as to 25% of the shares and become exercisable as to an additional 25% of the shares on each of the second through the fourth anniversaries of the grant date.

7. Options granted on May 3, 2021 that become exercisable in one-quarter installments on each of the first four anniversaries of the grant date.

Remarks:

Exhibit List Exhibit 24 - Power of Attorney

	/s/ Christopher Schaub, as attorney-in-fact for Mike Metheny	05/28/2021
	** 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).
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