DOLLAR TREE, INC. — Director's Dealing 2016

May 31, 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: Sullivan Barry W (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-31	Common Stock	M	7956	$67.95	Acquired	17647	Direct
2016-05-31	Common Stock	S	7638	$90.0503	Disposed	10009	Direct
2016-05-31	Common Stock	M	4844	$68.92	Acquired	14853	Direct
2016-05-31	Common Stock	S	4659	$90.0503	Disposed	10194	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-31	Stock Option (right to buy)	$67.95	M	7956	Disposed	2017-10-09	Common Stock (7956)	Direct
2016-05-31	Stock Option (right to buy)	$68.92	M	4844	Disposed	2018-10-15	Common Stock (4844)	Direct

Footnotes

F1: Represents the weighted average price for shares sold at the range between $90.01 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 October 9, 2012.

F5: Granted on October 15, 2013.