FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Vecchio Jennifer
2. Issuer Name and Ticker or Trading Symbol

Burlington Stores, Inc. [ BURL ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
President and CMO
(Last)          (First)          (Middle)

2006 ROUTE 130 NORTH
3. Date of Earliest Transaction (MM/DD/YYYY)

2/23/2021
(Street)

BURLINGTON, NJ 08016
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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 Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 2/23/2021  G  V 300 D$0.00 43270 D  
Common Stock 3/9/2021  M  1776 A$54.58 45046 D  
Common Stock 3/9/2021  M  9269 A$80.91 54315 D  
Common Stock 3/9/2021  M  8889 A$98.92 63204 D  
Common Stock 3/9/2021  S  5085 D$304.43 (1)58119 D  
Common Stock 3/9/2021  S  10245 D$305.75 (2)47874 D  
Common Stock 3/9/2021  S  3994 D$306.32 (3)43880 D  
Common Stock 3/9/2021  S  610 D$307.30 (4)43270 D  
Common Stock 3/9/2021  G(5)  V 49 D$0.00 43221 D  
Common Stock 3/9/2021  G(6)  V 49 D$0.00 43172 D  
Common Stock 3/9/2021  G  V 49 A$0.00 186 I By reporting person as UTMA custodian for son 
Common Stock 3/9/2021  G  V 49 A$0.00 186 I By reporting person as UTMA custodian for daughter 
Common Stock 3/10/2021  M  66 A$98.92 43238 D  
Common Stock 3/10/2021  S  66 D$305.13 43172 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy) $54.58 3/9/2021  M     1776   (7)4/8/2026 Common Stock 1776 $0.00 0 D  
Employee Stock Option (right to buy) $80.91 3/9/2021  M     9269   (7)1/30/2027 Common Stock 9269 $0.00 0 D  
Employee Stock Option (right to buy) $98.92 3/9/2021  M     8889   (8)5/1/2027 Common Stock 8889 $0.00 21520 D  
Employee Stock Option (right to buy) $98.92 3/10/2021  M     66   (8)5/1/2027 Common Stock 66 $0.00 21454 D  

Explanation of Responses:
(1) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $304.00 to $304.97, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from prices of $305.06 to $306.05, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at ranging from prices of $306.07 to $307.04, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(4) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $307.23 to $307.38, inclusive. The reporting person undertakes to provide to Burlington Stores, Inc., any security holder of Burlington Stores, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(5) Transfer to reporting person as custodian for son under Uniform Transfers to Minors Act. The reporting person disclaims beneficial ownership of those shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(6) Transfer to reporting person as custodian for daughter under Uniform Transfers to Minors Act. The reporting person disclaims beneficial ownership of those shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of these shares for purposes of Section 16 or for any other purpose.
(7) The options are currently exercisable as to 100% of the shares.
(8) The options are currently exercisable as to 75% of the shares and become exercisable as to the remaining 25% of the shares on May 1, 2021.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Vecchio Jennifer
2006 ROUTE 130 NORTH
BURLINGTON, NJ 08016


President and CMO

Signatures
/s/ Christopher Schaub, as attorney-in-fact for Jennifer Vecchio3/11/2021
**Signature of Reporting PersonDate

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