DOLLAR TREE, INC. — Director's Dealing 2018

Mar 29, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR TREE INC (DLTR)
CIK: 0000935703
Period of Report: 2018-03-27

Reporting Person: PHILBIN GARY M (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-03-27	Common Stock	M	7342	—	Acquired	32590	Direct
2018-03-27	Common Stock	F	3312	$93.63	Disposed	29278	Direct
2018-03-27	Common Stock	M	7406	—	Acquired	36684	Direct
2018-03-27	Common Stock	F	3341	$93.63	Disposed	33343	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-03-27	Restricted Stock Unit	$0	M	7342	Disposed	2016-03-27	Common Stock (7342)	Direct
2018-03-27	Restricted Stock Unit	$0	M	7406	Disposed	2018-03-27	Common Stock (7406)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3421	Indirect
Common Stock	9966	Indirect
Common Stock	44041	Indirect

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 3/14/2018 the level of performance achieved for the performance-based RSUs awarded on 4/23/2015 pursuant to the Long-Term Performance Plan for fiscal years 2015, 2016 and 2017. The award will fully vest on March 27, 2018.

F5: 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.