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: WAMPLER KEVIN S (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-30	Common Stock	M	5896	—	Acquired	120470	Direct
2013-03-30	Common Stock	F	2813	$48.43	Disposed	117657	Direct
2013-04-01	Common Stock	M	9107	—	Acquired	126764	Direct
2013-04-01	Common Stock	F	4345	$47.60	Disposed	122419	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-30	Restricted Stock Unit	$0	M	5896	Disposed	2013-03-30	Common Stock (5896)	Direct
2013-04-01	Restricted Stock Unit	$0	M	9107	Disposed	2012-04-01	Common Stock (9107)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted Stock Unit	$0	2012-04-01	Common Stock (0)	0	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.

F5: The Compensation Committee certified on 3/17/2010 that the company achieved its 2009 performance target for awards granted on April 1, 2009 and that shares will vest in three approximately equal installments, beginning on the first anniversary of the award date, subject to continued employment.