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: 2014-03-28

Reporting Person: RUDMAN ROBERT H (Chief Merchandising Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-28	Common Stock	S	5363	$52.09	Disposed	682	Direct
2014-03-30	Common Stock	M	7053	—	Acquired	7735	Direct
2014-03-30	Common Stock	F	2335	$52.15	Disposed	5400	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-30	Restricted Stock Unit	$0	M	7053	Disposed	2014-03-30	Common Stock (7053)	Direct

Footnotes

F1: 10b5-1: Transactions pursuant to preplanned trading arrangements established under SEC Rule 10b5-1(c)(1).

F2: Represents the weighted average price for shares sold at the range between $52.05 and $52.14. The filer will provide full information regarding the number of shares sold at each price upon request.

F3: Portion vested at anniversary of three-year award.

F4: Convert without cost to shares of common stock on a one-for-one basis.

F5: Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.