DOLLAR TREE, INC. — Director's Dealing 2012

Mar 28, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2012-03-26

Reporting Person: PHILBIN GARY M (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-26	Common Stock	M	9000	—	Acquired	41585	Direct
2012-03-26	Common Stock	F	3382	$95.82	Disposed	38203	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-26	Restricted Stock Unit	$0	M	9000	Disposed	2012-03-26	Common Stock (9000)	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.

F3: Portion vested at anniversary of three-year award.

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