DOLLAR TREE, INC. — Director's Dealing 2017

Mar 29, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2017-03-27

Reporting Person: RUDMAN ROBERT H (Chief Merchandising Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-03-27	Common Stock	M	4893	—	Acquired	4893	Direct
2017-03-27	Common Stock	F	2334	$76.13	Disposed	2559	Direct
2017-03-29	Common Stock	S	2559	$78.3445	Disposed	0	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-03-27	Restricted Stock Unit	$0	M	4893	Disposed	2016-03-27	Common Stock (4893)	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: 10b5-1: Transactions pursuant to preplanned trading arrangements established under SEC Rule 10b5-1(c)(1).

F5: Represents the weighted average price for shares sold at the range between $78.17 and $78.61. The filer will provide full information regarding the number of shares sold at each price upon request.

F6: 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.