DOLLAR TREE, INC. — Director's Dealing 2015

Jul 8, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2015-07-06

Reporting Person: Sullivan Barry W (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-07-06	Common Stock	A	9465	—	Acquired	9465	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-07-06	Restricted Stock Unit	$	A	2806	Acquired		Common Stock (2806)	Direct
2015-07-06	Stock Option (right to buy)	$51.49	A	4522	Acquired	2016-10-04	Common Stock (4522)	Direct
2015-07-06	Stock Option (right to buy)	$67.95	A	11365	Acquired	2017-10-09	Common Stock (11365)	Direct
2015-07-06	Stock Option (right to buy)	$68.92	A	12110	Acquired	2018-10-15	Common Stock (12110)	Direct
2015-07-06	Stock Option (right to buy)	$76.97	A	8225	Acquired	2024-10-14	Common Stock (8225)	Direct

Footnotes

F1: On July 6, 2015, the Issuer, Dollar Tree, Inc. ("Dollar Tree") acquired the Family Dollar Stores ("Family Dollar") pursuant to the Agreement and Plan of Merger between the Issuer, Family Dollar and Dime Merger Sub, Inc. ("Merger Sub"), dated as of July 27, 2014, as amended from time to time (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Family Dollar, with Family Dollar continuing as the surviving corporation and a wholly-owned subsidiary of Dollar Tree (the "Merger").

F2: The number reported includes (i) 8,614 shares held directly by the reporting person and (ii) 851 shares underlying outstanding performance share rights awards granted under Family Dollar's 2006 Incentive Plan.

F3: Pursuant to the Merger Agreement, on July 6, 2015, the reporting person received $59.60 in cash (the "Cash Consideration"), and 0.2484 shares of Dollar Tree common stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration") for each share of Family Dollar common stock held directly by the reporting person and each share of Family Dollar common stock underlying performance share rights awards (after net share settlement for tax withholding purposes) was converted into a right to receive the Merger Consideration.

F4: Pursuant to the Merger Agreement, on July 6, 2015, the outstanding restricted stock unit award granted on October 14, 2014 under Family Dollar equity award policy, was coverted into a restricted stock unit award in respect of a number of shares of Dollar Tree common stock determined by multiplying the number of shares of Family Dollar stock by the Award Exchange Ratio of 1.0000.

F5: Restricted Stock Unit granted on October 14, 2014 and will fully vest on the third anniversary of grant date.

F6: Pursuant to the Merger Agreement dated July 6, 2015, each option to purchase shares of Family Dollar common stock that was outstanding immediately prior to the Effective Time was converted into an option to purchase a number of shares of Dollar Tree common stock determined by multiplying the number of shares of Family Dollar common stock subject to such option by the Award Exchange Ratio of 1.000, at an exercise price per share determined by dividing the orginal per share exercise price of the option by the Award Exchange Ratio of 1.000.

F7: Each option becomes exercisable with respect to 40% of the underlying shares on the second anniversary of grant and with respect to an additional 30% on each of the third and fourth anniversaries of grant.

F8: Granted on October 4, 2011.

F9: Granted on October 9, 2012.

F10: Granted on October 15, 2013.

F11: Granted on October 14, 2014.