DOLLAR TREE, INC. — Director's Dealing 2016

Mar 11, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2016-03-09

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-09-22	Common Stock	G	7400	—	Disposed	104450	Direct
2015-09-24	Common Stock	G	7269	—	Disposed	97181	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-09	Restricted Stock Unit	$0	A	22025	Acquired	2016-03-27	Common Stock (22025)	Direct
2016-03-09	Restricted Stock Unit	$0	A	5305	Acquired	2016-04-23	Common Stock (5305)	Direct

Footnotes

F1: Gift made without consideration.

F2: Convert without cost to shares of common stock on a one-for-one basis.

F3: The Compensation Committee certified on 3/9/2016 that the Company achieved its 2015 performance target for performanced-based restricted stock units granted on 3/27/2015, and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.

F4: The Compensation Committee certified on 3/9/2016 that the Company achieved its 2015 performance target for performanced-based restricted stock units granted on 3/27/2015, and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.

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.