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DOLLAR GENERAL CORP Director's Dealing 2007

Jul 10, 2007

10165_dirs_2007-07-10_f75c369b-477a-4886-bb0a-c5e985b85cfe.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: GEE GORDON (Director)

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-07-06 Restricted Stock Units $22 D 18715.62 Disposed Common Stock (18715.62) Direct
2007-07-06 Stock Option (right to buy) $10.48 D 5726 Disposed 2013-03-13 Common Stock (5726) Direct
2007-07-06 Stock Option (right to buy) $15.37 D 3904 Disposed 2012-03-18 Common Stock (3904) Direct
2007-07-06 Stock Option (right to buy) $19 D 3158 Disposed 2010-08-07 Common Stock (3158) Direct
2007-07-06 Stock Option (right to buy) $19.55 D 3150 Disposed 2011-02-26 Common Stock (3150) Direct

Footnotes

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

F2: Includes 4,600 Restricted Stock Units that were scheduled to vest on June 5, 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 merger, all unvested options became fully vested and immediately exercisable.

F5: This option, granted March 13, 2003 and vested March 13, 2004, was cancelled in the merger in exchange for a cash payment of $65,963.52, 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 $22 per share merger consideration and the exercise price.

F7: This option, granted March 18, 2002 and vested March 18, 2003, was cancelled in the merger in exchange for a cash payment of $25,883.52, representing the difference between the exercise price of the option and the $22 per share merger consideration.

F8: This option, granted August 7, 2000 and vested August 7, 2001, was cancelled in the merger in exchange for a cash payment of $9,474.00, representing the difference between the exercise price of the option and the $22 per share merger consideration.

F9: This option, granted February 26, 2001 and vested February 26, 2002, was cancelled in the merger in exchange for a cash payment of $7,717.50, representing the difference between the exercise price of the option and the $22 per share merger consideration.