DOLLAR GENERAL CORP — Director's Dealing 2013

Mar 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2013-03-18

Reporting Person: Sparks Gregory A (EVP, Store Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-18	Common Stock	A	6518	—	Acquired	6518	Direct
2013-03-18	Common Stock	A	6443	—	Acquired	12961	Direct
2013-03-18	Common Stock	F	576	$48.11	Disposed	12385	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-18	Employee Stock Option (Right to Buy)	$48.11	A	27492	Acquired	2023-03-18	Common Stock (27492)	Direct

Footnotes

F1: 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.

F2: Performance share units earned by the reporting person from a March 20, 2012 grant, as certified by the Issuer's Compensation, Nominating and Governance Committee (the "Committee") on March 18, 2013. Each performance share unit represents the right to one share of the Issuer's common stock. The amount reported includes (i) 2,149 performance share units that were settled and paid in unrestricted shares of the Issuer's common stock (prior to reduction for shares withheld in satisfaction of tax withholding obligations) immediately following the Committee's certification and (ii) 4,294 performance share units that have been earned by the reporting person but remain subject to time-based vesting requirements (2,147 each until March 20, 2014 and March 20, 2015), and once vested are payable solely in unrestricted shares of the Issuer's common stock.

F3: The option vests in four annual installments of 25% beginning on March 18, 2014.