0000769993-12-000361.txt : 20120605
0000769993-12-000361.hdr.sgml : 20120605
20120605164910
ACCESSION NUMBER: 0000769993-12-000361
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20120601
FILED AS OF DATE: 20120605
DATE AS OF CHANGE: 20120605
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Goldman Sachs DGC Investors LP
CENTRAL INDEX KEY: 0001405653
STATE OF INCORPORATION: DE
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 12889697
BUSINESS ADDRESS:
STREET 1: 85 Broad Street
CITY: New York
STATE: NY
ZIP: 10004
MAIL ADDRESS:
STREET 1: 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
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
CENTRAL INDEX KEY: 0001472038
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 12889695
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS DGC ADVISORS, L.L.C.
CENTRAL INDEX KEY: 0001472040
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 12889694
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS DGC OFFSHORE ADVISORS, INC.
CENTRAL INDEX KEY: 0001472041
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 12889693
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GSUIG, L.L.C.
CENTRAL INDEX KEY: 0001472042
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 12889696
BUSINESS ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
4
1
dg420120601gsg2_ex.xml
X0305
4
2012-06-01
0
0000029534
DOLLAR GENERAL CORP
DG
0001405653
Goldman Sachs DGC Investors LP
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001472038
GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001472040
GS DGC ADVISORS, L.L.C.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001472041
GS DGC OFFSHORE ADVISORS, INC.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001472042
GSUIG, L.L.C.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
Common Stock
2012-06-01
4
A
0
1065
0
A
31706856
I
See Footnotes
Director Stock Option (right to buy)
48.62
2012-06-01
4
A
0
4180
0
A
2022-06-01
Common Stock
4180
4180
I
See footnotes
Director Stock Option (right to buy)
33.16
2021-05-25
Common Stock
3194
3194
I
See footnotes
Director Stock Option (right to buy)
22.55
2019-11-18
Common Stock
5549
5549
I
See footnotes
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS
Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital
Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), Goldman Sachs DGC
Investors, L.P. ("GS DGC"), Goldman Sachs DGC Investors Offshore Holdings, L.P. ("GS DGC Offshore" and, together with GS
Capital, GS Offshore, GS Parallel, GS Germany, and GS DGC, the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together with
the GS Funds, the "Investing Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C.
("GSCP Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors") (continued in footnote 2),
Goldman, Sachs Management GP GmbH ("GS GmbH"), GS DGC Advisors, L.L.C. ("GS DGC Advisors") and GS DGC Offshore Advisors,
Inc. ("GS DGC Offshore Advisors", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, GS DGC
Advisors, the Investing Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system's
limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Each Reporting Person
disclaims beneficial ownership of the securities reported herin except to the extent of its pecuniary interest therein.
Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds. Affiliates
of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or investment manager of
the GS Funds. GSUIG is a wholly-owned subsidiary of GS Group.
Pursuant to the Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and Its
Affiliates (the "Plan"), 1,065 restricted stock units, which represent a contingent right to receive shares of common stock,
par value $0.875 per share (the "Common Stock"), upon vesting, were granted to Adrian M. Jones, a managing director of
Goldman Sachs, in his capacity as a director of Dollar General Corporation (the "Company"). These shares vest in three
annual installments of 33 1/3% beginning on June 1, 2013. GS Group may be deemed to beneficially own the 1,065 restricted
stock units that were granted to Mr. Jones on June 1, 2012. 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.
GS Group and Goldman Sachs may be deemed to beneficially own indirectly 31,703,228 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 31,703,228 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. The membership interests of Buck
Holdings, LLC are held by a private investor group, which includes the Investing Entities.
GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 11,715,695 shares of Common
Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, and its general
partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 9,744,703 shares of Common Stock by reason of
the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GS Advisors,
may be deemed to beneficially own indirectly 3,221,616 shares of Common Stock by reason of the direct beneficial ownership
of Common Stock by Buck Holdings, L.P.; (continued in footnote 7)
GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 416,375 shares of Common Stock by
reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC, and its general partner, GS DGC
Advisors, may be deemed to beneficially own indirectly 1,768,191 shares of Common Stock by reason of the direct beneficial
ownership of Common Stock by Buck Holdings, L.P.; GS DGC Offshore, and its general partner, GS DGC Offshore Advisors, may be
deemed to beneficially own indirectly 3,515,679 shares of Common Stock by reason of the direct beneficial ownership of
Common Stock by Buck Holdings, L.P.; and GSUIG may be deemed to beneficially own indirectly 1,320,969 shares of Common Stock
by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.
Pursuant to the Plan, Adrian M. Jones was granted options to purchase 4,180 shares of Common Stock on June 1, 2012. The
options vest in four annual installments of 25% beginning on June 1, 2013. GS Group may be deemed to beneficially own the
options to purchase 4,180 shares of Common Stock that were granted to Mr. Jones on June 1, 2012 pursuant to the Plan. Mr.
Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
Pursuant to the Plan, Adrian M. Jones was granted options to purchase 3,194 shares of Common Stock on May 25, 2011. The
options vest in four annual installments of 25% beginning on May 25, 2012. GS Group may be deemed to beneficially own the
options to purchase 3,194 shares of Common Stock that were granted to Mr. Jones on May 25, 2011 pursuant to the Plan. Mr.
Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
Pursuant to the Plan, Adrian M. Jones was granted options to purchase 5,549 shares of Common Stock on November 18, 2009. The
options vest in four annual installments of 25% beginning November 18, 2010. GS Group may be deemed to beneficially own the
options to purchase 5,549 shares of Common Stock that were granted to Mr. Jones on November 18, 2009 pursuant to the Plan.
Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
/s/ Yvette Kosic, Attorney-in-fact
2012-06-05
/s/ Yvette Kosic, Attorney-in-fact
2012-06-05
/s/ Yvette Kosic, Attorney-in-fact
2012-06-05
/s/ Yvette Kosic, Attorney-in-fact
2012-06-05
/s/ Yvette Kosic, Attorney-in-fact
2012-06-05