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DOLLAR GENERAL CORP Director's Dealing 2007

Jul 10, 2007

10165_dirs_2007-07-10_cdca3ec2-8d81-4aab-aea7-b673d75061a7.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: PURCELL J NEAL (Director)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-07-06 Common Stock D 8000 $22 Disposed 0 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-07-06 Phantom Stock $22 D 7839.75 Acquired Common Stock (7839.75) Direct
2007-07-06 Restricted Stock Units $22 D 18695.32 Acquired Common Stock (18695.32) Direct

Footnotes

F1: The shares of phantom stock were payable after the reporting person's termination of service as a non-employee director.

F2: The shares of phantom stock were cashed out in the merger for $22 per share on a one-for-one basis.

F3: Immediately before the effective time of merger, all unvested RSUs became fully vested and immediately exercisable.

F4: Includes 4,600 Restricted Stock Units that were scheduled to vest on June 5, 2008.

F5: The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a one-for-one basis.