DOLLAR TREE, INC. — Director's Dealing 2011

Mar 28, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2011-03-26

Reporting Person: BROCK MACON F JR (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-26	Common Stock	M	12000	—	Acquired	932916	Direct
2011-03-26	Common Stock	F	3908	$55.32	Disposed	929008	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-26	Restricted Stock Unit	$0	M	12000	Disposed	2011-03-26	Common Stock (12000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Indirect
Common Stock	0	Indirect
Common Stock	615194	Indirect
Common Stock	244395	Indirect

Footnotes

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

F2: The Compensation Committee certified on 3/16/2011 that the Company achieved its 2010 performance target for performanced-based restricted stock units granted on 3/26/2010 and that shares will fully vest on 3/26/2011 provided the insider remains continuously employed through said date. The number of restricted stock units granted on 3/26/10 has been adjusted to reflect the 3-for-2 stock split that took effect in June 2010.

F3: Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.