DOLLAR GENERAL CORP — Director's Dealing 2007

Jul 11, 2007

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2007-07-06

Reporting Person: LANIGAN SUSAN S (Exec. VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-06	Common Stock	D	8177	$22	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2007-07-06	Restricted Stock Units	$22	D	20658.45	Disposed		Common Stock (20658.45)	Direct
2007-07-06	Employee Stock Option (right to buy)	$16.14	D	25200	Disposed	2012-08-12	Common Stock (25200)	Direct
2007-07-06	Employee Stock Option (right to buy)	$17.54	D	50000	Disposed	2016-03-16	Common Stock (50000)	Direct
2007-07-06	Employee Stock Option (right to buy)	$18.83	D	25000	Disposed	2014-08-24	Common Stock (25000)	Direct
2007-07-06	Employee Stock Option (right to buy)	$20.44	D	25200	Disposed	2013-08-26	Common Stock (25200)	Direct
2007-07-06	Employee Stock Option (right to buy)	$21.25	D	35733	Disposed	2017-03-23	Common Stock (35733)	Direct
2007-07-06	Employee Stock Option (right to buy)	$16.14	D	25200	Disposed	2012-08-12	Common Stock (25200)	Direct
2007-07-06	Employee Stock Option (right to buy)	$22.35	D	42000	Disposed	2015-03-15	Common Stock (42000)	Direct

Footnotes

F1: Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable.

F2: Includes 20,477 Restricted Stock Units that were scheduled to vest as follows: 1,066 units in two equal annual installments beginning on August 24, 2007; 1,733 units on March 15, 2008; 5,066 units in two equal annual installments beginning on March 16, 2008; and 12,612 units in three equal units in three equal installments beginning March 23, 2008.

F3: The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a one-for-one basis.

F4: Immediately before the effective time of the merger, all vested options became fully vested and immediately exercisable.

F5: The option was assumed by the surviving corporation in the merger and replaced with a new option with an exercise price of $3.75 for that number of shares so that the difference between $22.00 and the exercise price of the old option, multiplied by the number of shares subject to the old option, is equal to the difference between $22.00 and $3.75, multiplied by the number of shares subject to the new option.

F6: This option, granted August 12, 2002 and vested in three equal annual installments beginning August 12, 2003 and a fourth on February 3, 2006, was cancelled in the merger in exchange for a cash payment of $147,672.00, representing the difference between the exercise price of the option and the $22 per share merger consideration.

F7: The price of the option is the difference between the $22 per share merger consideration and the exercise price.

F8: All options with a price above the merger consideration of $22 per share were cancelled in the merger and no payment will be made thereon.