DOLLAR GENERAL CORP — Director's Dealing 2016

Apr 12, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2016-04-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-08	Common Stock	M	9360	$45.25	Acquired	26583	Direct
2016-04-08	Common Stock	M	6873	$48.11	Acquired	33456	Direct
2016-04-08	Common Stock	M	13906	$57.91	Acquired	47362	Direct
2016-04-08	Common Stock	S	30139	$82.1511	Disposed	17223	Direct
2016-04-08	Common Stock	S	5057	$82.2752	Disposed	12166	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-08	Employee Stock Option (Right to Buy)	$45.25	M	9360	Disposed	2022-03-20	Common Stock (9360)	Direct
2016-04-08	Employee Stock Option (Right to Buy)	$48.11	M	6873	Disposed	2023-03-18	Common Stock (6873)	Direct
2016-04-08	Employee Stock Option (Right to Buy)	$57.91	M	13906	Disposed	2024-03-18	Common Stock (13906)	Direct

Footnotes

F1: The price reported in the fourth row of Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.04 to $82.26, 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 range set forth in this footnote to this Form 4.

F2: The price reported in the fifth row of Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $82.13 to $82.30, 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 range set forth in this footnote to this Form 4.

F3: The number of securities reported in the second row of Column 9 represents unvested options that are subject to time-vesting criteria which are scheduled to vest on March 18, 2017, subject to certain forfeiture and accelerated vesting provisions.

F4: The options exercised vested as to 6,953 shares on March 18, 2015 and as to 6,953 shares on March 18, 2016.

F5: The number of securities reported in the third row of Column 9 represents unvested options that are subject to time-vesting criteria which are scheduled to vest evenly on each of March 18, 2017 and March 18, 2018, subject to certain forfeiture and accelerated vesting provisions.