DOLLAR TREE, INC. - Director's Dealing 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2011-03-14

Reporting Person: SASSER BOB (Director, Chief Executive Officer)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-14	Common Stock	M	14250	—	Acquired	117466	Direct
2011-03-14	Common Stock	F	4589	$54.03	Disposed	112877	Direct

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-14	Restricted Stock Unit	$0	M	14250	Disposed	2009-03-14	Common Stock (14250)	Direct

F1: Convert without cost to shares of common stock on a one-for-one basis.

F2: Vests in three approximately equal annual installments, beginning the first anniversary of the award date, subject to continued employment.

F3: Portion vested at anniversary of three-year award.

F4: Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.