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: RUDMAN ROBERT H (Chief Merchandising Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-16	Restricted Stock Unit	$0	A	22500	Acquired	2011-03-26	Common Stock (22500)	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 vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment. 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.