DOLLAR TREE, INC. — Director's Dealing 2015

Apr 1, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2015-03-30

Reporting Person: RUDMAN ROBERT H (Chief Merchandising Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-30	Common Stock	M	7054	—	Acquired	7054	Direct
2015-03-30	Common Stock	F	3365	$81.81	Disposed	3689	Direct
2015-03-30	Common Stock	M	5078	—	Acquired	8767	Direct
2015-03-30	Common Stock	M	2423	$81.81	Disposed	6344	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-30	Restricted Stock Unit	$0	M	7054	Disposed	2015-03-30	Common Stock (7054)	Direct
2015-03-30	Restricted Stock Unit	$0	M	5078	Disposed	2015-03-30	Common Stock (5078)	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 3/11/2015 the level of performance achieved for the performance-based RSUs awarded on 3/30/2012 pursuant to the 2012 Long-Term Performance Plan for fiscal years 2012, 2013 and 2015. The award will fully vest on 3/30/2015.