Dollar General Corporation
DOLLAR GENERAL CORP (Form: 4, Received: 03/28/2013 16:37:03)
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 or Section 30(h) 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)

3/27/2013
(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   3/27/2013     M    6212   A $7.9975   27346   D  
 
Common Stock   3/27/2013     M    24800   A $25.25   52146   D  
 
Common Stock   3/27/2013     F    19010.9812   D $50.95   33135.0188   D  
 
Common Stock   3/27/2013     D    1.0188   D $50.95   33134   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   3/27/2013     M         3106    2/1/2013   8/28/2018   Common Stock   3106   $0   11428   (1) D  
 
Employee Stock Option (Right to Buy)   $7.9975   3/27/2013     M         3106    2/1/2013   12/19/2018   Common Stock   3106   $0   11428   (2) D  
 
Employee Stock Option (Right to Buy)   $25.25   3/27/2013     M         24800      (3) 3/24/2020   Common Stock   24800   $0   33360   (4) D  
 

Explanation of Responses:
( 1)  The number of securities reported in the first row of this column represents unvested time-based options with the same exercise price and expiration date as the options reported in the first row of column 5 that are scheduled to vest on August 25, 2013.
( 2)  The number of securities reported in the second row of this column represents unvested time-based options with the same exercise price and expiration date as the options reported in the second row of column 5 that are scheduled to vest on August 25, 2013.
( 3)  The securities reported in the third row of this column vested as to 4,472 shares on February 3, 2012, as to 13,422 shares on March 24, 2012, and as to 6,906 shares on February 1, 2013.
( 4)  The number of securities reported in the third row of this column represents (a) 13,422 unvested time-based options with the same exercise price and expiration date as the options reported in the third row of column 5 that are scheduled to vest on March 24, 2014; and (b) 19,938 vested options.

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 3/28/2013
** 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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