DOLLAR TREE, INC. — Director's Dealing 2016

Apr 26, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2016-04-23

Reporting Person: RUDMAN ROBERT H (Chief Merchandising Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-23	Common Stock	M	4269	—	Acquired	4269	Direct
2016-04-23	Common Stock	F	2037	$80.95	Disposed	2232	Direct
2016-04-25	Common Stock	S	2232	$80.714	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-23	Restricted Stock Unit	$0	M	4269	Disposed	2016-04-23	Common Stock (4269)	Direct

Footnotes

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

F2: Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.

F3: 10b5-1: Transactions pursuant to preplanned trading arrangements established under SEC Rule 10b5-1(c)(1).

F4: Represents the weighted average price for shares sold at the range between $80.59 and $80.96. The filer will provide full information regarding the number of shares sold at each price upon request.

F5: The Compensation Committee certified on 3/9/2016 the level of performance achieved for the 2015 Supplemental Grant that was awarded on 4/23/2015 pursuant to the Long-Term Performance Plan. The award will fully vest on 4/23/2016.