DOLLAR GENERAL CORP — Director's Dealing 2014

Mar 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2014-03-11

Reporting Person: Flanigan John W (EVP, Global Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-11	Common Stock	A	2562	—	Acquired	18314	Direct
2014-03-11	Common Stock	F	244	$59.40	Disposed	18070	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-11	Employee Stock Option (Right to Buy)	$25.25	A	12439	Acquired	2020-03-24	Common Stock (12439)	Direct

Footnotes

F1: Performance share units earned by the reporting person from a March 18, 2013 grant, as certified by the Issuer's Compensation Committee (the "Committee") on March 11, 2014. Each performance share unit represents the right to one share of the Issuer's common stock. The amount reported includes (i) 854 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) 1,708 performance share units that have been earned by the reporting person but remain subject to time-based vesting requirements (854 each until March 18, 2015 and March 18, 2016), and once vested are payable solely in unrestricted shares of the Issuer's common stock.

F2: On March 24, 2010, the reporting person was granted an option to purchase 49,759 shares of common stock scheduled to vest in installments of 10,367, 12,440, 12,440, 12,439 and 2,073 shares, respectively, based on the Issuer's satisfaction of certain performance criteria for each of the 2010 through 2014 fiscal years, subject to certain accelerated vesting provisions. The number of securities reported in this column includes the vested portion of such 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.