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DOLLAR GENERAL CORP Director's Dealing 2007

Mar 16, 2007

10165_dirs_2007-03-16_ac3c4421-db2d-41b3-bcf9-5297c78cb7cd.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: 2007-03-15

Reporting Person: TEHLE DAVID M (Executive VP & CFO)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2007-03-15 Common Stock M 2215.22 Acquired 19458.22 Direct
2007-03-15 Common Stock F 585.9255 $21.08 Disposed 18872.2945 Direct
2007-03-15 Common Stock D 0.2945 $21.08 Disposed 18872 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2007-03-15 Restricted Stock Units $ M 2215.22 Disposed 2007-03-15 Common Stock (2215.22) Direct

Footnotes

F1: Includes 5,000 shares of unvested restricted stock scheduled to vest on August 9, 2007.

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

F3: The remaining restricted stock units vest and become payable on various dates ranging from March 16, 2007 to March 16, 2009. The total amount includes restricted stock units that were acquired since the reporting person's last report reflecting ownership of restricted stock units. Those units were acquired pursuant to automatic dividence reinvestments that were exempt from reporting pursuant to Rule 16a-11.