DOLLAR TREE, INC. — Director's Dealing 2016

Apr 5, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2016-04-01

Reporting Person: PHILBIN GARY M (President of Family Dollar)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-04-01	Common Stock	M	10163	—	Acquired	105531	Direct
2016-04-01	Common Stock	F	4858	$83.31	Disposed	100673	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-04-01	Restricted Stock Unit	$0	M	10163	Disposed	2015-04-01	Common Stock (10163)	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 that the Company achieved its 2014 performance target for performanced-based restricted stock units granted on 4/1/2014 and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.