Dollar General Corporation
DOLLAR GENERAL CORP (Form: 4, Received: 09/19/2012 17:05:13)
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 *

TEHLE DAVID M
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 Financial Officer
(Last)          (First)          (Middle)

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

9/17/2012
(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   9/17/2012     M    190545   A $7.9975   199685   D  
 
Common Stock   9/17/2012     F    88779.6963   D $50.11   110905.3037   D  
 
Common Stock   9/17/2012     D    .3037   D $50.11   110905   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   9/17/2012     M         190545      (1) 7/6/2017   Common Stock   190545   $0   0   D  
 

Explanation of Responses:
( 1)  The securities reported in column 5 were part of an option grant that, (i) with respect to 50% of the option grant, vested 20% per year over 5 years commencing on July 6, 2008 and ending on July 6, 2012; and (2) with respect to 50% of the option grant, vested 20% per year over the five fiscal years ending February 1, 2008, January 30, 2009, January 29, 2010, January 28, 2011 and February 3, 2012 subject to the satisfaction of certain performance criteria, which criteria were satisfied for each such fiscal year.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
TEHLE DAVID M
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072


EVP & Chief Financial Officer

Signatures
/s/ Susan S. Lanigan, Attorney-in-Fact 9/19/2012
** 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).
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