DOLLAR GENERAL CORP — Director's Dealing 2015

Mar 12, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2015-03-10

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-10	Common Stock	A	28838	—	Acquired	134668	Direct
2015-03-10	Common Stock	F	2630	$71.03	Disposed	132038	Direct
2015-03-10	Common Stock	A	163019	—	Acquired	295057	Direct
2015-03-10	Common Stock	F	67734.6451	$71.03	Disposed	227322.3549	Direct
2015-03-10	Common Stock	D	.3549	$71.03	Disposed	227322	Direct

Footnotes

F1: Performance share units earned by the reporting person from a March 18, 2014 grant, as certified by the Issuer's Compensation Committee (the "Committee") on March 10, 2015. Each performance share unit represents the right to one share of the Issuer's common stock. The amount reported includes (i) 9,614 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) 19,224 performance share units that have been earned by the reporting person but remain subject to time-based vesting requirements (9,612 on each of March 18, 2016 and March 18, 2017), and once vested are payable solely in unrestricted shares of the Issuer's common stock.

F2: Performance-based restricted stock earned by the reporting person from a March 20, 2012 grant, as certified by the Committee on March 10, 2015.