Dollar General Corporation
DOLLAR GENERAL CORP (Form: 4, Received: 12/08/2011 11:25:27)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DREILING RICHARD W
2. Issuer Name and Ticker or Trading Symbol

DOLLAR GENERAL CORP [ DG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

100 MISSION RIDGE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/6/2011
(Street)

GOODLETTSVILLE, TN 37072
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock   12/6/2011     M    148374   A $7.9975   471571   D  
 
Common Stock   12/6/2011     F    73110.7783   D $39.63   398460.2217   D  
 
Common Stock   12/6/2011     D    .2217   D $39.63   398460   D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   $7.9975   12/6/2011     M         148374      (1) 7/6/2017   Common Stock   148374   $ 0   790604   (2) D  
 

Explanation of Responses:
( 1)  The securities reported in column 5 vested as to 81,836 shares on March 19, 2009 and as to 66,538 shares on July 6, 2009.
( 2)  The number of securities reported in this column represents (a) 504,890 options that are subject to time-vesting criteria, 362,033 of which are vested and the remainder of which are scheduled to vest on July 6, 2012; and (b) 285,714 options which vested after the Issuer's satisfaction of certain performance-vesting criteria. The number of securities reported in this column does not include 142,857 options which are scheduld to vest on the Issuer's satisfaction of certain performance criteria for the fiscal year ending February 3, 2012.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DREILING RICHARD W
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072
X
Chairman & CEO

Signatures
/s/ Susan S. Lanigan, Attorney-in-Fact 12/8/2011
** Signature of Reporting Person Date


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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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