0000769993-13-000301.txt : 20130405
0000769993-13-000301.hdr.sgml : 20130405
20130405175043
ACCESSION NUMBER: 0000769993-13-000301
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20130403
FILED AS OF DATE: 20130405
DATE AS OF CHANGE: 20130405
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jones Adrian M
CENTRAL INDEX KEY: 0001359316
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 13746881
MAIL ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DOLLAR GENERAL CORP
CENTRAL INDEX KEY: 0000029534
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331]
IRS NUMBER: 610502302
STATE OF INCORPORATION: TN
FISCAL YEAR END: 0201
BUSINESS ADDRESS:
STREET 1: 100 MISSION RIDGE
CITY: GOODLETTSVILLE
STATE: TN
ZIP: 37072
BUSINESS PHONE: 6158554000
MAIL ADDRESS:
STREET 1: 100 MISSION RIDGE
CITY: GOODLETTSVILLE
STATE: TN
ZIP: 37072
FORMER COMPANY:
FORMER CONFORMED NAME: TURNER CAL
DATE OF NAME CHANGE: 19710401
FORMER COMPANY:
FORMER CONFORMED NAME: TURNER J L & SON INC
DATE OF NAME CHANGE: 19710401
4
1
ownershipdoc04022013095347.xml
X0306
4
2013-04-03-04:00
false
0000029534
DOLLAR GENERAL CORP
DG
0001359316
Jones Adrian M
C/O GOLDMAN, SACHS & CO.
200 WEST STREET
NEW YORK
NY
10282
true
false
false
false
Common Stock
2013-04-03-04:00
4
S
false
6391602
50.14
D
5662357
I
See footnotes
The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.875 per share (the "Common Stock"), of Dollar General Corporation (the "Company") by certain selling shareholders pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated March 27, 2013, Buck Holdings, L.P., as a selling shareholder, sold 29,494,346 shares of Common Stock of the Company. The Secondary Offering closed on April 3, 2013. Buck Holdings, L.P. is a limited partnership whose general partner is Buck Holdings, LLC. The membership interests of Buck Holdings, LLC are held by a private investor group, which includes certain investment partnerships (the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together with the GS Funds, the "Investing Entities").
This amount represents the $50.75 Secondary Offering price per share of Common Stock, less the underwriting discount of $0.61 per share of Common Stock.
GS Group may be deemed to beneficially own 1,065 restricted stock units that were granted to Adrian M. Jones, a managing director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and Its Affiliates (the "Plan") on June 1, 2012. The restricted stock units represent a contingent right to receive shares of Common Stock upon vesting and vest in three annual installments of 33 1/3% beginning on June 1, 2013. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
GS Group also may be deemed to beneficially own 1,038 restricted stock units that were granted to Adrian M. Jones in his capacity as a director of the Company pursuant to the Plan on May 25, 2011. The restricted stock units represent a contingent right to receive shares of Common Stock upon vesting and vest in three equal installments on each of the Company's first, second, and third annual shareholders' meetings immediately following the grant date, which was May 25, 2011. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
GS Group also may be deemed to beneficially own 1,525 restricted stock units that were granted to Adrian M. Jones in his capacity as a director of the Company pursuant to the Plan on November 18, 2009. The restricted stock units represent a contingent right to receive shares of Common Stock upon vesting and vest in three equal installments on each of the Company's first, second, and third annual shareholders' meetings immediately following the grant date, which was November 18, 2009. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
As of April 3, 2013, as a result of the Secondary Offering, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 5,341,948 shares of Common Stock by reason of the indirect beneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemed to beneficially own indirectly 5,341,948 shares of Common Stock by reason of the direct beneficial ownership of such shares by Buck Holdings, L.P., a limited partnership whose general partner is Buck Holdings, LLC. Additionally, as of April 3, 2013, Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 316,781 shares of Common Stock, and Goldman Sachs holds open short positions of 269,504 shares of Common Stock, each due to exempt transactions. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
/s/ Yvette Kosic, Attorney-in-fact
2013-04-05-04:00