DOLLAR GENERAL CORP — Director's Dealing 2014

May 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2014-05-29

Reporting Person: RHODES WILLIAM C III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-05-29	Common Stock	A	891	$0.00	Acquired	20487	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-05-29	Director Stock Option (Right to Buy)	$53.50	A	4839	Acquired	2024-05-29	Common Stock (4839)	Direct

Footnotes

F1: Restricted stock units which represent a contingent right to receive shares of common stock upon vesting. The restricted stock units vest in three annual installments of 33 1/3% beginning on May 29, 2015.

F2: The option vests in four annual installments of 25% beginning on May 29, 2015.