DOLLAR GENERAL CORP — Director's Dealing 2013

Aug 1, 2013

SEC Form 4/A — Form 4/A

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2013-07-11

Reporting Person: Ravener Robert D (EVP & Chief People Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-07-11	Employee Stock Option (Right to Buy)	$7.9975	A	4680	Acquired	2018-08-28	Common Stock (4680)	Direct
2013-07-11	Employee Stock Option (Right to Buy)	$7.9975	A	4680	Acquired	2018-12-19	Common Stock (4680)	Direct

Footnotes

F1: On 8-28-2008, the reporting person was granted an option to purchase 57,142 shares of common stock scheduled to vest in installments of 8.33%, 20%, 20%, 20%, 20% and 11.67% per year based on the Issuer's satisfaction of certain performance criteria for each of the 2008-2013 fiscal years. The option reported herein as acquired resulted from the acceleration of vesting of 8.19% of such option as a result of an unregistered sale of shares of Dollar General common stock by Buck Holdings, LP. in reliance upon Rule 144 under the Securities Act of 1933. The number of securities reported includes (a) 11,428 unvested options subject to time-vesting criteria, are scheduled to vest on August 25, 2013, and have the same exercise price and expiration date as the option reported herein as acquired; and (b) 5,917 vested options. This Form 4 amendment is being filed to correct the number of securities acquired, the number of shares held following the transaction, and related information in this fn.

F2: On 12-19-2008, the reporting person was granted an option to purchase 57,142 shares of common stock scheduled to vest in installments of 8.33%, 20%, 20%, 20%, 20% and 11.67% per year based on the Issuer's satisfaction of certain performance criteria for each of the 2008-2013 fiscal years. The option reported herein as acquired resulted from the acceleration of vesting of 8.19% of such option as a result of an unregistered sale of shares of Dollar General common stock by Buck Holdings, LP. in reliance upon Rule 144 under the Securities Act of 1933. The number of securities reported includes (a) 11,428 unvested options subject to time-vesting criteria, scheduled to vest on August 25, 2013, and have the same exercise price and expiration date as the option reported herein as acquired; and (b) 5,917 vested options. This Form 4 amendment is being filed to correct the number of securities acquired, the number of shares held following the transaction, and related information in this fn.