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: PERDUE DAVID A (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2007-07-06	Common Stock	D	103700	$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	530414.05	Disposed		Common Stock (530414.05)	Direct
2007-07-06	Employee Stock Option (right to buy)	$12.68	D	500000	Disposed	2013-04-02	Common Stock (500000)	Direct
2007-07-06	Employee Stock Option (right to buy)	$12.68	D	500000	Disposed	2013-04-02	Common Stock (500000)	Direct
2007-07-06	Employee Stock Option (right to buy)	$21.25	D	313630	Disposed	2017-03-23	Common Stock (313630)	Direct

Footnotes

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

F2: Includes 525,693 Restricted Stock Units that were scheduled to vest as follows: 50,000 units in two equal annual installments beginning on March 16, 2008; 365,000 units in three equal annual installments beginning on September 18, 2007; and 110,693 units in three equal annual installments beginning March 23, 2008.

F3: The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a 1-for-1 basis.

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

F5: This option, granted April 2, 2003 and vested April 2, 2004 and April 2, 2005, was cancelled in the merger in exchange for a cash payment of $4,660,000.00, representing the difference between the exercise price of the option and the $22 per share merger consideration.

F6: The price of the option is the difference between the $22 per share merger consideration and the exercise price.

F7: This option, granted April 2, 2003 and vested April 2, 2005 and April 2, 2006, was cancelled in the merger in exchange for a cash payment of $4,660,000.00, representing the difference between the exercise price of the option and the $22 per share merger consideration.

F8: This option, granted March 23, 2007 and scheduled to vest in four equal annual installments beginning on March 23, 2008, was cancelled in the merger in exchange for a cash payment of $235,222.50, representing the difference between the exercise price of the option and the $22 per share merger consideration.