DOLLAR GENERAL CORP — Director's Dealing 2015

Mar 20, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2015-03-17

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-17	Common Stock	A	3965	—	Acquired	36577	Direct
2015-03-17	Common Stock	S	3390	$74.9478	Disposed	33187	Direct
2015-03-18	Common Stock	F	1302	$75.39	Disposed	31885	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-17	Employee Stock Option (Right to Buy)	$74.72	A	32843	Acquired	2025-03-17	Common Stock (32843)	Direct

Footnotes

F1: Restricted stock units representing the right to receive shares of common stock upon vesting. The restricted tock units vest in three annual installments of 33 1/3% beginning on April 1, 2016.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.9457 to $74.955, 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.

F3: Shares of common stock surrendered to the Issuer in payment of taxes in connection with the vesting and payment of restricted stock units granted on March 18, 2013 (595 shares) and March 18, 2014 (473 shares), as well as the vesting and payment of a portion of performance share units granted on March 18, 2013 (234 shares).

F4: The option vests in four annual installments of 25% beginning on April 1, 2016.