Dollar General Corporation
DOLLAR GENERAL CORP (Form: 4, Received: 09/03/2015 16:27:06)
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 *

CALBERT MICHAEL M
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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

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

6/1/2015
(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   4/22/2015     A   V 10.8477   (1) A $0   17164.8477   D  
 
Common Stock   6/1/2015     S    .0299   (2) D $72.81   17164.8178   D  
 
Common Stock   7/1/2015     A   V 14.1511   (1) A $0   17178.9689   D  
 
Common Stock   9/1/2015     P    30000   A $72.745   (3) 47178.9689   D  
 
Common Stock   9/2/2015     P (4)    8000   A $71.445   55178.9689   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

Explanation of Responses:
( 1)  Additional restricted stock units, which were acquired through dividend equivalent rights, representing the right to receive shares of common stock upon vesting.
( 2)  Represents the cashout of a fractional share resulting from the vesting of certain restricted stock units.
( 3)  The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $72.25 to $73.00, inclusive. The reporting person undertakes to provide 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 purchased at each separate price within the ranges set forth in this footnote to this Form 4.
( 4)  The reporting person's purchase of common stock reported herein was matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 0.0299 shares, with the reporting person's sale of 0.0299 shares of common stock on June 1, 2015. The reporting person has agreed to pay to Dollar General Corporation, upon settlement of the purchase, $0.04, representing the full amount of the profit realized in connection with the short-swing transaction.

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



Signatures
/s/ Christine L. Connolly, Attorney-in-Fact 9/3/2015
** 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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