DOLLAR GENERAL CORP — Director's Dealing 2014

Mar 19, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2014-03-18

Reporting Person: DREILING RICHARD W (Director, Chairman & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-18	Common Stock	A	30170	—	Acquired	437715	Direct
2014-03-18	Common Stock	F	3269	$57.91	Disposed	434446	Direct
2014-03-19	Common Stock	S	323197	$57.9152	Disposed	111249	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-18	Employee Stock Option (Right to Buy)	$57.91	A	161817	Acquired	2024-03-18	Common Stock (161817)	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, 2015.

F2: Shares of common stock surrendered to the Issuer in payment of taxes in connection with the vesting and payment of a portion of restricted stock units granted on March 18, 2013.

F3: The option vests in four annual installments of 25% beginning on March 18, 2015.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $57.75 to 58.075, inclusive. The reporting person undertakes to provide to Dollar General Corporation, any security holder of Dollar General Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.