Dollar General Corporation
DOLLAR GENERAL CORP (Form: 4, Received: 03/23/2015 17:59:52)
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 *

DREILING RICHARD W
2. Issuer Name and Ticker or Trading Symbol

DOLLAR GENERAL CORP [ DG ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

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

3/19/2015
(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   3/19/2015     M    11653   A $7.9975   285442   D  
 
Common Stock   3/19/2015     F    5611   D $74.91   279831   D  
 
Common Stock   3/19/2015     M    100000   A $29.38   379831   D  
 
Common Stock   3/19/2015     F    64718   D $74.91   315113   D  
 
Common Stock   3/19/2015     M    114114   A $45.25   429227   D  
 
Common Stock   3/19/2015     M    75602   A $48.11   504829   D  
 
Common Stock   3/19/2015     M    40455   A $57.91   545284   D  
 
Common Stock   3/19/2015     S    274260   D $74.9984   (1) 271024   D  
 
Common Stock   3/20/2015     M    57056   A $45.25   328080   D  
 
Common Stock   3/20/2015     S    193664   D $76.015   (2) 134416   D  
 
Common Stock   3/20/2015     F    5493   (3) D $75.78   128923   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   3/19/2015     M         11653    7/6/2012   7/6/2017   Common Stock   11653   $0   0   D  
 
Employee Stock Option (Right to Buy)   $29.38   3/19/2015     M         100000    4/23/2011   4/23/2020   Common Stock   100000   $0   0   D  
 
Employee Stock Option (Right to Buy)   $45.25   3/19/2015     M         114114      (4) 3/20/2022   Common Stock   114114   $0   114112   (5) D  
 
Employee Stock Option (Right to Buy)   $48.11   3/19/2015     M         75602      (6) 3/18/2023   Common Stock   75602   $0   75602   (7) D  
 
Employee Stock Option (Right to Buy)   $57.91   3/19/2015     M         40455    3/18/2015   3/18/2024   Common Stock   40455   $0   121362   (8) D  
 
Employee Stock Option (Right to Buy)   $45.25   3/20/2015     M         57056    3/20/2015   3/20/2022   Common Stock   57056   $0   57056   (9) D  
 

Explanation of Responses:
( 1)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.87 to $75.15, 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.
( 2)  The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.89 to $76.16, 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 a portion of performance share units granted on March 20, 2012.
( 4)  The options exercised vested as to 57,058 shares on March 20, 2013 and as to 57,056 shares on March 20, 2014.
( 5)  The number of securities reported in the third row of Column 9 represents unvested options that are subject to time-vesting criteria which are scheduled to vest evenly on March 20, 2015 and March 20, 2016.
( 6)  The options exercised vested as to 37,801 shares on March 18, 2014 and as to 37,801 shares on March 18, 2015.
( 7)  The number of securities reported in the fourth row of Column 9 represents unvested options that are subject to time-vesting criteria which are scheduled to vest evenly on March 18, 2016 and March 18, 2017.
( 8)  The number of securities reported in the fifth row of Column 9 represents unvested options that are subject to time-vesting criteria which are scheduled to vest evenly on March 18, 2016, March 18, 2017, and March 18, 2018.
( 9)  The number of securities reported in the sixth row of Column 9 represents unvested options that are subject to time-vesting criteria which are scheduled to vest on March 20, 2016.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
DREILING RICHARD W
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072
X
Chairman & CEO

Signatures
/s/ Richard W. Dreiling 3/23/2015
** 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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