SEC Filing | Burlington Stores, Inc.

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SEC FORM 3 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^*

Ferroni Stephen

(Last)

(First)

(Middle)

2006 ROUTE 130 NORTH

(Street)

BURLINGTON

08016

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/28/2024

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)
SVP, Chief Accounting Officer

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	2,881⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (right to buy)	⁽²⁾	04/08/2026	Common Stock	901	54.58	D
Employee Stock Option (right to buy)	⁽³⁾	05/01/2027	Common Stock	1,123	98.92	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/01/2028	Common Stock	1,032	135.37	D
Employee Stock Option (right to buy)	⁽⁵⁾	05/01/2029	Common Stock	839	170.08	D
Employee Stock Option (right to buy)	⁽⁶⁾	05/01/2030	Common Stock	877	179.46	D
Employee Stock Option (right to buy)	⁽⁷⁾	05/03/2031	Common Stock	496	326.73	D
Employee Stock Option (right to buy)	⁽⁸⁾	05/02/2032	Common Stock	740	211.68	D
Employee Stock Option (right to buy)	⁽⁹⁾	05/01/2033	Common Stock	861	186.61	D

Explanation of Responses:

1. Includes restricted stock units for (i) 78 shares, which fully vest on May 1, 2024, (ii) 87 shares, which vest in substantially equal installments on May 3 of each of 2024 and 2025, (iii) 206 shares, which vest in substantially equal installments on May 2 of each of 2024 through 2026, (iv) 766 shares, which fully vest on May 3, 2024, and (v) 320 shares, which vest in equal installments on May 1 of each of 2024 through 2027.

2. Options granted on April 8, 2016 that are fully exercisable.

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

4. Options granted on May 1, 2018 that are fully exercisable.

5. Options granted on May 1, 2019 that are fully exercisable.

6. Options granted on May 1, 2020 that are exercisable as to approximately 75% of the shares and become fully exercisable on the fourth anniversary of the grant date.

7. Options granted on May 3, 2021 that are exercisable as to 50% of the shares and become exercisable as to an additional 25% of the shares on each of third and fourth anniversaries of the grant date.

8. Options granted on May 2, 2022 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.

9. Options granted on May 1, 2023 that become exercisable in one-quarter installments on each of the first four anniversaries of the grant date.

Remarks:

Exhibit 24 Power of Attorney

	/s/ Christopher Schaub, as attorney-in-fact for Stephen Ferroni	04/30/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EX-24

EXHIBIT 24

POWER OF ATTORNEY

FOR SECTION 16 REPORTING OBLIGATIONS

KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes and appoints Karen Leu and Christopher Schaub, signing singly, as the undersigned's true and lawful attorneys-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

(1)

prepare, execute in the undersigned's name and on the undersigned's behalf, and submit to the

U.S. Securities and Exchange Commission (the "SEC") a Form ID, including amendments thereto, and any other documents necessary or appropriate to obtain codes and passwords enabling the undersigned to make electronic filings with the SEC of reports required by Section 16(a) of the Securities Exchange Act of 1934 or any rule or regulation of the SEC;

(2)

prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 (including any amendments thereto) with respect to the securities of Burlington Stores, Inc., a Delaware corporation, or any successor thereto (the "Company"), with the U.S. Securities and Exchange Commission, any national securities exchanges and the Company, as considered necessary or advisable under Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act");

(3)

seek or obtain, as the undersigned's representative and on the undersigned's behalf, information of transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

(4)

perform any and all other acts which in the discretion of such attorneys-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

The undersigned acknowledges that:

(1)

this Power of Attorney authorizes, but does not require, such attorneys-in-fact to act in their discretion on information provided to such attorneys-in-fact without independent verification of such information;

(2)

any documents prepared and/or executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorneys-in-fact, in his or her discretion, deems necessary or desirable;

(3)

neither the Company nor such attorneys-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the

undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section l 6(b) of the Exchange Act; and

(4)

this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act.

The undersigned hereby gives and grants the foregoing attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorneys-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Power of Attorney.

This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 10th day of April, 2024.

/s/ Stephen Ferroni

Stephen Ferroni