DOLLAR TREE, INC. — Director's Dealing 2011

Jul 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2011-07-07

Reporting Person: PHILBIN GARY M (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-07	Common Stock	M	9500	$17.82	Acquired	54153	Direct
2011-07-07	Common Stock	S	9500	$69.8848	Disposed	44653	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-07	Stock Option (right to buy)	$17.82	M	9500	Disposed	2018-03-14	Common Stock (9500)	Direct

Footnotes

F1: Expires upon termination, with certain grace periods, or ten years after award, whichever is less.

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

F3: Represents the weighted average price for shares sold at the range between $69.8700 and $69.9220. The filer will provide full information regarding the number of shares sold at each price upon request.