Dollar General Corporation
DOLLAR GENERAL CORP (Form: 4, Received: 03/19/2015 19:26:27)
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
Washington, D.C. 20549

OMB Number: 3235-0287
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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

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)

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


(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   3/17/2015     A    3965   (1) A $0   36577   D  
Common Stock   3/17/2015     S    3390   D $74.9478   (2) 33187   D  
Common Stock   3/18/2015     F    1302   (3) D $75.39   31885   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)   $74.72   3/17/2015     A      32843         (4) 3/17/2025   Common Stock   32843   $0   32843   D  

Explanation of Responses:
( 1)  Restricted stock units representing the right to receive shares of common stock upon vesting. The restricted tock units vest in three annual installments of 33 1/3% beginning on April 1, 2016.
( 2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.9457 to $74.955, inclusive. The reporting person undertakes to provide to Dollar General Corporation, any security holder of Dollar General Corporation, or the staff of the Securities and 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.
( 3)  Shares of common stock surrendered to the Issuer in payment of taxes in connection with the vesting and payment of restricted stock units granted on March 18, 2013 (595 shares) and March 18, 2014 (473 shares), as well as the vesting and payment of a portion of performance share units granted on March 18, 2013 (234 shares).
( 4)  The option vests in four annual installments of 25% beginning on April 1, 2016.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other
Ravener Robert D

EVP & Chief People Officer

/s/ Robert D. Ravener 3/19/2015
** 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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