DOLLAR TREE, INC. — Director's Dealing 2016

Jun 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2016-05-31

Reporting Person: Reiser Jason S (Executive VP of Family Dollar)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-31	Common Stock	M	2202	$72.52	Acquired	3134	Direct
2016-05-31	Common Stock	S	2132	$90.0319	Disposed	1002	Direct
2016-05-31	Common Stock	M	2664	$68.92	Acquired	3666	Direct
2016-05-31	Common Stock	S	2562	$90.0319	Disposed	1104	Direct
2016-05-31	Common Stock	M	1994	$62.08	Acquired	3098	Direct
2016-05-31	Common Stock	S	1892	$90.0319	Disposed	1206	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-31	Stock Option (right to buy)	$72.52	M	2202	Disposed	2018-09-10	Common Stock (2202)	Direct
2016-05-31	Stock Option (right to buy)	$68.92	M	2664	Disposed	2018-10-15	Common Stock (2664)	Direct
2016-05-31	Stock Option (right to buy)	$62.08	M	1994	Disposed	2019-03-11	Common Stock (1994)	Direct

Footnotes

F1: Represents the weighted average price for shares sold at the range between $89.97 and $90.10. The filer will provide full information regarding the number of shares sold at each price upon request.

F2: 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.

F3: 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.

F4: Granted on September 10, 2013.

F5: Granted on October 15, 2013.

F6: Granted on March 11, 2014.