DOLLAR TREE, INC. — Director's Dealing 2011

Apr 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2011-04-01

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-04-01	Common Stock	M	25001	—	Acquired	152734	Direct
2011-04-01	Common Stock	F	10551	$56.72	Disposed	142183	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-04-01	Restricted Stock Unit	$0	M	25001	Disposed	2011-04-01	Common Stock (25001)	Direct

Footnotes

F1: The Compensation Committee certified on 3/17/2010 that the company achieved its 2009 performance target for awards granted on April 1, 2009 and that shares will vest in three approximately equal installments, beginning on the first anniversary of the award date, subject to continued employment.

F2: Convert without cost to shares of common stock on a one-for-one basis.

F3: Award resulting from vesting of performance-based restricted stock units.

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