Dollar General Corporation
DOLLAR GENERAL CORP (Form: 3, Received: 05/02/2016 15:04:16)
FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *

Kindy Michael J

2. Date of Event Requiring Statement (MM/DD/YYYY)
4/30/2016 

3. Issuer Name and Ticker or Trading Symbol

DOLLAR GENERAL CORP [DG]

(Last)        (First)        (Middle)

100 MISSION RIDGE

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
SVP, Global Supply Chain /

(Street)

GOODLETTSVILLE, TN 37072       

(City)              (State)              (Zip)
5. 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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock   5834   (1) D  
 

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)     (2) 12/19/2018   Common Stock   24000   $7.9975   D  
 
Employee Stock Option (Right to Buy)     (3) 3/20/2022   Common Stock   4729   $45.25   D  
 
Employee Stock Option (Right to Buy)     (4) 3/18/2023   Common Stock   2999   $48.11   D  
 
Employee Stock Option (Right to Buy)     (5) 3/18/2024   Common Stock   3034   $57.91   D  
 
Employee Stock Option (Right to Buy)     (6) 3/17/2025   Common Stock   3583   $74.72   D  
 
Employee Stock Option (Right to Buy)     (7) 8/25/2025   Common Stock   7404   $73.73   D  
 
Employee Stock Option (Right to Buy)     (8) 3/16/2026   Common Stock   10016   $84.67   D  
 

Explanation of Responses:
( 1)  Includes 188 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on March 18, 2017, subject to certain forfeiture and accelerated vesting provisions; 288 RSUs that are scheduled to vest evenly on April 1, 2017 and April 1, 2018, subject to certain forfeiture and accelerated vesting provisions; 1,146 RSUs that are scheduled to vest in three annual installments of 33 1/3% beginning on April 1, 2017, subject to certain forfeiture and accelerated vesting provisions; 180 earned but unvested performance share units representing the right to receive shares of common stock upon vesting ("PSUs") that are scheduled to vest on March 18, 2017, subject to certain forfeiture and accelerated vesting provisions; and 300 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2017 and April 1, 2018, subject to certain forfeiture and accelerated vesting provisions.
( 2)  Vested as to 432 shares on June 11, 2012, as to 4,197 shares on October 3, 2012, as to 632 shares on October 10, 2012, as to 557 shares on October 11, 2012, as to 185 shares on November 27, 2012, as to 149 shares on November 28, 2012, as to 334 shares on November 29, 2012, as to 780 shares on November 30, 2012, as to 2,954 shares on December 8, 2012, as to 162 shares on February 1, 2013, as to 1,992 shares on April 3, 2013, as to 669 shares on April 22, 2013, as to 3,042 shares on July 11, 2013, as to 7,428 shares on December 8, 2013, and as to 487 shares on December 11, 2013.
( 3)  Vested as to 1,183 shares on March 20, 2013, as to 1,182 shares on March 20, 2014, as to 1,182 shares on March 20, 2015, and as to 1,182 shares on March 20, 2016.
( 4)  Vested as to 752 shares on March 18, 2014, as to 749 shares on March 18, 2015, and as to 749 shares on March 18, 2016. The remaining portion of the option is scheduled to vest as to the 749 shares on March 18, 2017, subject to certain forfeiture and accelerated vesting provisions.
( 5)  Vested as to 760 shares on March 18, 2015 and as to 758 shares on March 18, 2016. The remaining portion of the option is scheduled to vest as to 758 shares on March 18, 2017 and as to 758 shares on March 18, 2018, subject to certain forfeiture and accelerated vesting provisions.
( 6)  Vested as to 898 shares on April 1, 2016. The remaining portion of the option is scheduled to vest as to the 2,685 shares in three annual installments of 33 1/3 beginning on April 1, 2017, subject to certain forfeiture and accelerated vesting provisions.
( 7)  Vests in four annual installments of 25% beginning on August 25, 2016, subject to certain forfeiture and accelerated vesting provisions.
( 8)  Vests in four annual installments of 25% beginning on April 1, 2017, subject to certain forfeiture and accelerated vesting provisions.

Remarks:
Exhibit List: Exhibit 24--Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Kindy Michael J
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072


SVP, Global Supply Chain

Signatures
/s/ Michael J. Kindy 5/2/2016
** 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 5(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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POWER OF ATTORNEY


Know all by these presents, that the undersigned hereby constitutes and appoints each of Rhonda M. Taylor and Christine L. Connolly, each of whom may act individually, the undersigned’s true and lawful attorney-in-fact to:


(1)

execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Dollar General Corporation (the “Company”), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder;


(2)

do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5 and timely file such form with the United States Securities and Exchange Commission (“SEC”) and any stock exchange or similar authority;


(3)

complete, execute and file a Form ID or such other document or documents as may be required from time to time by the SEC to enable the filing of  such Form 3, 4 or 5; and


(4)

take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.


The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that each of the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.


This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.


IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 13 th day of April 2016.

 


/s/ Michael J. Kindy

 

Michael J. Kindy