DOLLAR TREE, INC. — Director's Dealing 2014

Mar 13, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2014-03-12

Reporting Person: PHILBIN GARY M (Chief Operating Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-12	Restricted Stock Unit	$0	A	28820	Acquired	2014-03-22	Common Stock (28820)	Direct
2014-03-12	Restricted Stock Unit	$0	A	3010	Acquired	2014-06-10	Common Stock (3010)	Direct
2014-03-12	Restricted Stock Unit	$0	A	5130	Acquired	2014-04-01	Common Stock (5130)	Direct

Footnotes

F1: Convert without cost to shares of common stock on a one-for-one basis.

F2: The Compensation Committee certified on 3/12/2014 that the Company achieved its 2013 performance target for performanced-based restricted stock units granted on 3/22/2013 and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.

F3: The Compensation Committee certified on 3/12/2014 that the Company achieved its 2013 performance target for performanced-based restricted stock units granted on 6/10/2013 and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.

F4: The Compensation Committee certified on 3/12/2014 that the Company achieved its 2013 performance target for performanced-based restricted stock units granted on 6/10/2013 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 3/12/2014 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.