DOLLAR TREE, INC. — Director's Dealing 2014

Mar 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2014-03-30

Reporting Person: BROCK MACON F JR (Director, Chairman of the Board)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-30	Common Stock	M	2117	—	Acquired	1362795	Direct
2014-03-30	Common Stock	F	751	$52.15	Disposed	1362044	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-30	Restricted Stock Unit	$0	M	2117	Disposed	2014-03-30	Common Stock (2117)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	0	Indirect
Common Stock	0	Indirect
Common Stock	129200	Indirect
Common Stock	145200	Indirect
Common Stock	1012172	Indirect
Common Stock	488790	Indirect

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: Vests in three approximately equal annual installments, beginning on the first anniversary of the award date, subject to continued employment.