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DOLLAR GENERAL CORP Director's Dealing 2007

Mar 20, 2007

10165_dirs_2007-03-20_abf8435e-e6c8-42c4-a9e9-d0f6d497a051.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: 2007-03-16

Reporting Person: PERDUE DAVID A (Director, Chairman & CEO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-03-16 Common Stock M 22556.44 Acquired 114632.44 Direct
2007-03-16 Common Stock F 6759.6782 $21.1 Disposed 107872.7618 Direct
2007-03-16 Common Stock D 0.7618 $21.1 Disposed 107872 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-03-16 Restricted Stock Units $ M 22556.44 Disposed 2007-03-16 Common Stock (22556.44) Direct

Footnotes

F1: Includes 31,546 shares of unvested restricted stock previously granted to the reporting person which vest in 2 equal installments on April 2, 2007 and April 2, 2008.

F2: The RSUs convert to shares of common stock on a one-for-one basis.

F3: The remaining RSUs vest and become payable on various dates ranging from September 18, 2007 to September 18, 2009, although certain of the RSUs generally are not payable until the reporting person ceases to be employed by the issuer. The total amount includes RSUs that were acquired since the reporting person's last report reflecting ownership of RSUs. Those RSUs were acquired pursuant to automatic dividend reinvestments that were exempt from reporting pursuant to Rule 16a-11.