DOLLAR TREE, INC. — Director's Dealing 2013

Apr 2, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2013-03-30

Reporting Person: RUDMAN ROBERT H (Chief Merchandising Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-30	Common Stock	M	7053	—	Acquired	17188	Direct
2013-03-30	Common Stock	F	3365	$48.43	Disposed	13823	Direct
2013-04-01	Common Stock	M	10577	—	Acquired	24400	Direct
2013-04-01	Common Stock	F	5046	$47.60	Disposed	19354	Direct
2013-04-01	Common Stock	S	9395	$47.4963	Disposed	9959	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-30	Restricted Stock Unit	$0	M	7053	Disposed	2013-03-30	Common Stock (7053)	Direct
2013-04-01	Restricted Stock Unit	$0	M	10577	Disposed	2013-04-01	Common Stock (10577)	Direct

Footnotes

F1: Portion vested at anniversary of three-year award.

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

F3: Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.

F4: 10b5-1: Transactions pursuant to preplanned trading arrangements established under SEC Rule 10b5-1(c)(1).

F5: Represents the weighted average price for shares sold at the range between $47.42 and $47.4963. The filer will provide full information regarding the number of shares sold at each price upon request.

F6: The Compensation Committee certified on 3/14/2012 that the Company achieved its 2011 performance target for performanced-based restricted stock units granted on 4/1/2011 and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.