DOLLAR GENERAL CORP — Director's Dealing 2015

Mar 18, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2015-03-16

Reporting Person: TEHLE DAVID M (EVP & Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-16	Common Stock	M	18720	$45.25	Acquired	119960	Direct
2015-03-16	Common Stock	M	6873	$48.11	Acquired	126833	Direct
2015-03-16	Common Stock	S	101005	$75.2937	Disposed	25828	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-16	Employee Stock Option (Right to Buy)	$45.25	M	18720	Disposed	2022-03-20	Common Stock (18720)	Direct
2015-03-16	Employee Stock Option (Right to Buy)	$48.11	M	6873	Disposed	2023-03-18	Common Stock (6873)	Direct

Footnotes

F1: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.20 to $75.43, 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.

F2: The options exercised vested as to 9,360 shares on March 20, 2013 and as to 9,360 shares on March 20, 2014.

F3: The number of securities reported in the first row of Column 9 represent unvested options that are subject to time-vesting criteria which are scheduled to vest evenly on March 20, 2015 and March 20, 2016.

F4: The number of securities reported in the second row of Column 9 represent unvested options that are subject to time-vesting criteria which are scheduled to vest evenly on March 18, 2015, March 18, 2016 and March 18, 2017.