DOLLAR GENERAL CORP — Director's Dealing 2013

Jun 5, 2013

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2013-06-01

Reporting Person: TAYLOR RHONDA (SVP & General Counsel)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	1452	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$25.25	2020-03-24	Common Stock (8785)		Direct
Employee Stock Option (Right to Buy)	$45.25	2022-03-20	Common Stock (4729)		Direct
Employee Stock Option (Right to Buy)	$48.11	2023-03-18	Common Stock (2999)		Direct
Employee Stock Option (Right to Buy)	$54.48	2023-05-28	Common Stock (6908)		Direct

Footnotes

F1: Includes 711 restricted stock units which represent the right to receive shares of common stock upon vesting. The restricted stock units vest in three annual installments of 33 1/3% beginning on March 18, 2014. Also includes 542 earned but unvested performance share units from a March 20, 2012 grant that are scheduled to vest in two annual installments of 50% beginning on March 18, 2014. Each performance share unit represents the right to one share of the Issuer's common stock upon vesting.

F2: Vested as to 1,072 shares on March 18, 2011, as to 1,286 shares on March 21, 2012, as to 1,285 shares on March 19, 2013, as to 1,286 shares on March 24, 2011, as to 1,286 shares on March 24, 2012 and as to 1,285 shares on March 24, 2013. The remaining time-based portion of the option is scheduled to vest as to 1,285 shares on March 24, 2014.

F3: Vests in four annual installments of 25% beginning on March 20, 2013.

F4: Vests in four annual installments of 25% beginning on March 18, 2014.

F5: Vests in four annual installments of 25% beginning on May 28, 2014.