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DOLLAR GENERAL CORP Director's Dealing 2007

Mar 20, 2007

10165_dirs_2007-03-20_2a94fc0b-b406-4828-ad51-af2bcb7e5f0a.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: ELLIOTT ANITA C (Senior VP & Controller)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-03-16 Common Stock M 1554.05 Acquired 2347.05 Direct
2007-03-16 Common Stock F 411.0464 $21.1 Disposed 1936.0036 Direct
2007-03-16 Common Stock D 0.0036 $21.1 Disposed 1936 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-03-16 Restricted Stock Units $ M 1554.05 Disposed 2007-03-16 Common Stock (1554.05) Direct
2007-03-16 Restricted Stock Units $ A 7612 Acquired Common Stock (7612) Direct
2007-03-19 Employee Stock Option (Right to Buy) $21.1 A 21567 Acquired 2007-03-19 Common Stock (21567) Direct

Footnotes

F1: The RSUs convert to shares of common stock on a one-for-one basis.

F2: The RSUs vest and become payable ratably in three annual installments beginning on March 19, 2008.

F3: The RSUs vest and become payable on various dates ranging from August 22, 2007 to March 19, 2010. 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.

F4: The option vests in four equal annual installments beginning on March 19, 2008.