Dollar General Corporation
DOLLAR GENERAL CORP (Form: 4, Received: 06/06/2012 17:37:05)
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 *

Flanigan John W
2. Issuer Name and Ticker or Trading Symbol

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

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
EVP, Global Supply Chain
(Last)          (First)          (Middle)

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

6/5/2012
(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   6/5/2012     M    31422   A $7.9975   52920   D  
 
Common Stock   6/5/2012     M    18752   A $12.1975   71672   D  
 
Common Stock   6/5/2012     F    24812.2868   D $46.76   46859.7132   D  
 
Common Stock   6/5/2012     D    .7132   D $46.76   46859   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   6/5/2012     M         31422      (1) 8/28/2018   Common Stock   31422   $0   18285   (3) D  
 
Employee Stock Option (Right to Buy)   $12.1975   6/5/2012     M         18752      (2) 5/28/2019   Common Stock   18752   $0   20867   (4) D  
 

Explanation of Responses:
( 1)  The securities reported in the first row of column 5 vested as to 13,137 shares on March 21, 2012 and as to 18,285 shares on May 27, 2012.
( 2)  The securities reported in the second row of column 5 vested as to 3,048 shares on March 19, 2009, as to 4,572 shares on March 25, 2010, as to 1,988 shares on March 18, 2011, as to 4,572 shares on May 27, 2009, and as to 4,572 shares on May 27, 2010.
( 3)  The number of securities reported in the first row of this column represents unvested options that are subject to time-vesting criteria and which are scheduled to vest on May 27, 2013.
( 4)  The number of securities reported in the second row of this column represents (a) 13,713 options that are subject to time-vesting criteria, 9,142 of which are vested and the remainder of which are scheduled to vest on May 27, 2013; and (b) 7,154 options which vested after the Issuer's satisfaction of certain performance-vesting criiteria.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Flanigan John W
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072


EVP, Global Supply Chain

Signatures
/s/ John W. Flanigan 6/6/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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