DOLLAR TREE, INC. — Director's Dealing 2011

Mar 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2011-03-16

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

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Restricted Stock Unit	$0	A	12000	Acquired	2011-03-26	Common Stock (12000)	Direct

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