DOLLAR GENERAL CORP — Director's Dealing 2020

Dec 28, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2020-12-22

Reporting Person: RHODES WILLIAM C III (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-12-18	Common Stock	G	4830	—	Disposed	23597	Indirect
2020-12-22	Common Stock	M	3194	$33.16	Acquired	19824.3594	Direct
2020-12-24	Common Stock	G	2400	—	Disposed	21197	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-12-22	Director Stock Option (Right to Buy)	$33.16	M	3194	Disposed	2021-05-25	Common Stock (3194)	Direct

Footnotes

F1: In addition to accounting for the transaction reported on the first row of Table I (transfer of shares previously held indirectly by Insider in a trust to a trust whereby Insider no longer indirectly holds such shares), the number of shares reported in Column 5 of Row 1 of this Table I also accounts for a December 18, 2020 transfer of 4,830 shares previously held directly by Insider to a trust through which Insider indirectly holds the shares in such trust.

F2: The number of shares reported in Column 5 of Row 2 of this Table I accounts for the December 18, 2020 transfer of 4,830 shares previously held directly by Insider to a trust through which Insider indirectly holds the shares in such trust (also described in Footnote 1) and also includes 3.3594 additional restricted stock units, which were acquired through exempt transactions as a result of dividend equivalent rights on July 21, 2020 and October 20, 2020, representing the right to receive shares of common stock upon vesting and/or payment.

F3: The option exercised vested as to 800 shares on May 25, 2012 and as to 798 options on each of May 25, 2013, May 25, 2014 and May 25, 2015.