DOLLAR TREE, INC. — Director's Dealing 2013

Mar 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2013-03-26

Reporting Person: WAMPLER KEVIN S (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-26	Common Stock	M	15000	—	Acquired	119978	Direct
2013-03-26	Common Stock	F	5404	$48.35	Disposed	114574	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-26	Restricted Stock Unit	$0	M	15000	Disposed	2013-03-26	Common Stock (15000)	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: 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.