DOLLAR TREE, INC. — Director's Dealing 2017

Apr 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2017-04-01

Reporting Person: Matacunas Mike R. (Chief Administrative Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-04-01	Common Stock	M	4447	—	Acquired	16315	Direct
2017-04-01	Common Stock	F	2122	$78.46	Disposed	14193	Direct
2017-04-01	Common Stock	M	5248	—	Acquired	19441	Direct
2017-04-01	Common Stock	F	2504	$78.46	Disposed	16937	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-04-01	Restricted Stock Unit	$0	M	4447	Disposed	2015-04-01	Common Stock (4447)	Direct
2017-04-01	Restricted Stock Unit	$0	M	5248	Disposed	2017-04-01	Common Stock (5248)	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 award will fully vest on April 1, 2017.

F5: 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.