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: Ravener Robert D (EVP & Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-18	Common Stock	A	6518	—	Acquired	15273	Direct
2013-03-18	Common Stock	A	6443	—	Acquired	21716	Direct
2013-03-18	Common Stock	F	582	$48.11	Disposed	21134	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
2013-03-19	Employee Stock Option (Right to Buy)	$7.9975	A	3106	Acquired	2018-08-28	Common Stock (3106)	Direct
2013-03-19	Employee Stock Option (Right to Buy)	$7.9975	A	3106	Acquired	2018-12-19	Common Stock (3106)	Direct
2013-03-19	Employee Stock Option (Right to Buy)	$25.25	A	13422	Acquired	2020-03-24	Common Stock (13422)	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.

F4: On August 28, 2008, the reporting person was granted an option to purchase 57,142 shares of common stock scheduled to vest in installments of 8.334%, 20%, 20%, 20%, 20% and 11.666%, respectively, based on the Issuer's satisfaction of certain performance criteria for each of the 2008 through 2013 fiscal years, subject to certain accelerated vesting conditions. The number of securities reported in this column includes all such vested options that remain unexercised as well as options, whether or not vested, that are subject to time-vesting criteria but have the same exercise price and expiration date as the options reported herein as acquired.

F5: On December 19, 2008, the reporting person was granted an option to purchase 57,142 shares of common stock scheduled to vest in installments of 8.334%, 20%, 20%, 20%, 20% and 11.666%, respectively, based on the Issuer's satisfaction of certain performance criteria for each of the 2008 through 2013 fiscal years, subject to certain acclerated vesting provisions. The number of securities reported in this column includes all such vested options that remain unexercised as well as options, whether or not vested, that are subject to time-vesting criteria but have the same exercise price and expiration date as the options reported herein as acquired.

F6: On March 24, 2010, the reporting person was granted an option to purchase 53,688 shares of common stock scheduled to vest in installments of 11,185, 13,422, 13,422, 13,422 and 2,237 shares, respectively, per year based on the Issuer's satisfaction of certain performance criteria for each of the 2010 through 2014 fiscal years, subjec to certain accelerated vesting provisions. The number of securities reported in this column includes all such vested options that remain unexercised as well as options, whether or not vested, that are subject to time-vesting criteria but have the same exercise price and expiration date as the options reported herein as acquired.