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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*
Metcalf Paul
(Last) (First) (Middle)
C/O BURLINGTON STORES, INC.
1830 ROUTE 130
(Street)
BURLINGTON NJ 08016
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2013 		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, Merchandising 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 55,000 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) (1) 05/22/2022 Common Stock 186,670 0.79 D
Employee Stock Option (right to buy) (2) 05/22/2022 Common Stock 33,330 3.17 D
Employee Stock Option (right to buy) (3) 06/17/2023 Common Stock 55,000 4.55 D
Explanation of Responses:
1. The options become exercisable as to 40% of the shares on May 22, 2014, as to an additional 20% of the shares on May 22, 2015, as to an additional 20% of the shares on May 22, 2016 and as to the remaining 20% of the shares on May 22, 2017.
2. The options become exercisable as to 40% of the shares on May 22, 2014, as to an additional 20% of the shares on May 22, 2015, as to an additional 20% of the shares on May 22, 2016 and as to the remaining 20% of the shares on May 22, 2017.
3. The options become exercisable as to 20% of the shares on May 23, 2018, as to an additional 20% of the shares on May 23, 2019, as to an additional 20% of the shares on May 23, 2020, as to an additional 20% of the shares on May 23, 2021 and as to the remaining 20% of the shares on May 23, 2022.
/s/ Paul Tang, as Attorney-In-Fact for Paul Metcalf 10/01/2013
** 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.
Exhibit 99.1 
                                 POWER OF ATTORNEY
                        FOR SECTION 16 REPORTING OBLIGATIONS

     KNOW ALL BY THESE PRESENTS, that the undersigned hereby makes, constitutes
and appoints Paul Tang, Christopher Schaub, Angela Curry and Stacy Haigney,
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, acknowledge, deliver and file Forms 3, 4, and 5
        (including any amendments thereto) with respect to the securities of
        Burlington Holdings, 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");

(2)     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

(3)     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 16(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 1st day of October, 2013.





                                        /s/ Paul Metcalf
                                        ----------------------------------------
                                        Signature




                                        Paul Metcalf
                                        ----------------------------------------
                                        Print Name