DOLLAR TREE, INC. — Director's Dealing 2011

Mar 15, 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: WHITE STEPHEN W (Chief Logistics Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-14	Common Stock	M	1664	—	Acquired	1664	Direct
2011-03-14	Common Stock	F	566	$54.03	Disposed	1098	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-14	Restricted Stock Unit	$0	M	1664	Disposed	2011-03-14	Common Stock (1664)	Direct

Footnotes

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

F4: Portion vested at anniversary of three-year award.

F5: Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.