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: PHILBIN GARY M (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-30	Common Stock	M	8463	—	Acquired	95204	Direct
2013-03-30	Common Stock	F	4037	$48.43	Disposed	91167	Direct
2013-04-01	Common Stock	M	12927	—	Acquired	104094	Direct
2013-04-01	Common Stock	F	6167	$47.60	Disposed	97927	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-30	Restricted Stock Unit	$0	M	8463	Disposed	2013-03-30	Common Stock (8463)	Direct
2013-04-01	Restricted Stock Unit	$0	M	12927	Disposed	2013-04-01	Common Stock (12927)	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 3/14/2012 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.