Dollar General Corporation
DOLLAR GENERAL CORP (Form: 4, Received: 06/06/2012 17:38:38)
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 *

Ravener Robert D
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 & Chief People Officer
(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    55510   A $7.9975   55510   D  
 
Common Stock   6/5/2012     F    26266.8562   D $46.76   29243.1438   D  
 
Common Stock   6/5/2012     D    .1438   D $46.76   29243   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         1379      (1) 8/28/2018   Common Stock   1379   $0   22856   (2) D  
 
Employee Stock Option (Right to Buy)   $7.9975   6/5/2012     M         54131      (3) 12/19/2018   Common Stock   54131   $0   42059   (4) D  
 

Explanation of Responses:
( 1)  The securities reported in row one of column 5 vested on March 21, 2012.
( 2)  The number of securities reported in this column represents unvested options subject to time-vesting criteria which are scheduled to vest 50% on August 25, 2012 and 50% on August 25, 2013.
( 3)  The securities reported in row two of column 5 vested as to 4,762 shares on March 19, 2009, as to 11,429 shares on each of March 25, 2010, March 18, 2011, August 25, 2009 and August 25, 2010, and as to 3,653 shares on August 25, 2011.
( 4)  The number of securities reported in this column represents (a) 30,631 options subject to time-vesting criteria, 7,775 of which are vested and the remainder of which are scheduled to vest 50% on August 25, 2012 and 50% on August 25, 2013; and (b) 11,428 options which vested after the Issuer's satisfaction of certain performance-vesting criteria.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ravener Robert D
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072


EVP & Chief People Officer

Signatures
/s/ Robert D. Ravener 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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