DOLLAR TREE, INC. — Director's Dealing 2011

Dec 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2011-12-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-12-08	Common Stock	M	50000	$13.3467	Acquired	819208	Direct
2011-12-08	Common Stock	S	50000	$82.2165	Disposed	769208	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-12-08	Stock Option (right to buy)	$13.3467	M	50000	Disposed	2013-03-24	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Indirect
Common Stock	0	Indirect
Common Stock	617186	Indirect
Common Stock	244395	Indirect

Footnotes

F1: Expires upon termination, with certain grace periods, or ten years after award, whichever is less.

F2: Vests in 5 approximately equal annual installments beginning on the first anniversary of the award date, subject to continued employment.

F3: Represents the weighted average price for shares sold at the range between $82.07 and $82.28. The filer will provide full information regarding the number of shares sold at each price upon request.