DOLLAR GENERAL CORP — Director's Dealing 2016

May 2, 2016

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2016-04-30

Reporting Person: Kindy Michael J (SVP, Global Supply Chain)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5834	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$7.9975	2018-12-19	Common Stock (24000)		Direct
Employee Stock Option (Right to Buy)	$45.25	2022-03-20	Common Stock (4729)		Direct
Employee Stock Option (Right to Buy)	$48.11	2023-03-18	Common Stock (2999)		Direct
Employee Stock Option (Right to Buy)	$57.91	2024-03-18	Common Stock (3034)		Direct
Employee Stock Option (Right to Buy)	$74.72	2025-03-17	Common Stock (3583)		Direct
Employee Stock Option (Right to Buy)	$73.73	2025-08-25	Common Stock (7404)		Direct
Employee Stock Option (Right to Buy)	$84.67	2026-03-16	Common Stock (10016)		Direct

Footnotes

F1: Includes 188 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on March 18, 2017, subject to certain forfeiture and accelerated vesting provisions; 288 RSUs that are scheduled to vest evenly on April 1, 2017 and April 1, 2018, subject to certain forfeiture and accelerated vesting provisions; 1,146 RSUs that are scheduled to vest in three annual installments of 33 1/3% beginning on April 1, 2017, subject to certain forfeiture and accelerated vesting provisions; 180 earned but unvested performance share units representing the right to receive shares of common stock upon vesting ("PSUs") that are scheduled to vest on March 18, 2017, subject to certain forfeiture and accelerated vesting provisions; and 300 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2017 and April 1, 2018, subject to certain forfeiture and accelerated vesting provisions.

F2: Vested as to 432 shares on June 11, 2012, as to 4,197 shares on October 3, 2012, as to 632 shares on October 10, 2012, as to 557 shares on October 11, 2012, as to 185 shares on November 27, 2012, as to 149 shares on November 28, 2012, as to 334 shares on November 29, 2012, as to 780 shares on November 30, 2012, as to 2,954 shares on December 8, 2012, as to 162 shares on February 1, 2013, as to 1,992 shares on April 3, 2013, as to 669 shares on April 22, 2013, as to 3,042 shares on July 11, 2013, as to 7,428 shares on December 8, 2013, and as to 487 shares on December 11, 2013.

F3: Vested as to 1,183 shares on March 20, 2013, as to 1,182 shares on March 20, 2014, as to 1,182 shares on March 20, 2015, and as to 1,182 shares on March 20, 2016.

F4: Vested as to 752 shares on March 18, 2014, as to 749 shares on March 18, 2015, and as to 749 shares on March 18, 2016. The remaining portion of the option is scheduled to vest as to the 749 shares on March 18, 2017, subject to certain forfeiture and accelerated vesting provisions.

F5: Vested as to 760 shares on March 18, 2015 and as to 758 shares on March 18, 2016. The remaining portion of the option is scheduled to vest as to 758 shares on March 18, 2017 and as to 758 shares on March 18, 2018, subject to certain forfeiture and accelerated vesting provisions.

F6: Vested as to 898 shares on April 1, 2016. The remaining portion of the option is scheduled to vest as to the 2,685 shares in three annual installments of 33 1/3 beginning on April 1, 2017, subject to certain forfeiture and accelerated vesting provisions.

F7: Vests in four annual installments of 25% beginning on August 25, 2016, subject to certain forfeiture and accelerated vesting provisions.

F8: Vests in four annual installments of 25% beginning on April 1, 2017, subject to certain forfeiture and accelerated vesting provisions.