Dollar General Corporation
DOLLAR GENERAL CORP (Form: 4, Received: 09/20/2013 13:01:36)
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 *

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)

9/18/2013
(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   9/18/2013     M    23182   A $7.9975   38934   D  
 
Common Stock   9/18/2013     M    5795   A $12.1975   44729   D  
 
Common Stock   9/18/2013     M    15731   A $25.25   60460   D  
 
Common Stock   9/18/2013     F    25302.5722   D $57.92   35157.4278   D  
 
Common Stock   9/18/2013     D    1.4278   D $57.92   35156   D  
 
Common Stock   9/19/2013     S    19404   D $58.3879   (5) 15752   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   9/18/2013     M         23182      (1) 8/28/2018   Common Stock   23182   $0   0   D  
 
Employee Stock Option (Right to Buy)   $12.1975   9/18/2013     M         5795      (2) 5/28/2019   Common Stock   5795   $0   0   D  
 
Employee Stock Option (Right to Buy)   $25.25   9/18/2013     M         15731      (3) 3/24/2020   Common Stock   15731   $0   12439   (4) D  
 

Explanation of Responses:
( 1)  The number of securities reported in the first row of column 5 vested as to 4,897 shares on July 11, 2013 and as to 18,285 shares on May 27, 2013.
( 2)  The securities reported in the second row of column 5 vested as to 1,224 shares on July 11, 2013 and as to 4,571 shares on May 27, 2013.
( 3)  The securities reported in the third row of column 5 vested as to 3,291 shares on March 19, 2013 and as to 12,440 shares on March 24, 2013.
( 4)  The number of securities reported in the third row of column 9 represents 12,439 unvested time-based options with the same exercise price and expiration date as the securities reported in the third row of column 5 that are scheduled to vest on March 24, 2014.
( 5)  The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.33 to $58.42, inclusive. The reporting person undertakes to provide to Dollar General Corporation, any security holder of Dollar General Corporation, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

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/ Rhonda M. Taylor, Attorney-in-Fact 9/20/2013
** 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).
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