DOLLAR TREE, INC. — Director's Dealing 2014

Apr 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2014-04-01

Reporting Person: PHILBIN GARY M (Chief Operating Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-04-01	Common Stock	M	12927	—	Acquired	122683	Direct
2014-04-01	Common Stock	F	6167	$52.47	Disposed	116516	Direct
2014-04-01	Common Stock	M	5130	—	Acquired	121646	Direct
2014-04-01	Common Stock	F	2448	$52.47	Disposed	119198	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-01	Restricted Stock Unit	$0	M	12927	Disposed	2014-04-01	Common Stock (12927)	Direct
2014-04-01	Restricted Stock Unit	$0	M	5130	Disposed	2014-04-01	Common Stock (5130)	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 3/12/2014 the level of performance achieved for the performance-based RSUs awarded on 7/1/2011 pursuant to the 2011 Long-Term Performance Plan for fiscal years 2011, 2012 and 2013. The award will fully vest on April 1, 2014.

F5: 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.