SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

GUION KATHLEEN

(Last)

(First)

(Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE

37072

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [ DG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Div. Pres., Store Ops & Dev.

3. Date of Earliest Transaction (Month/Day/Year)
12/08/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/08/2010		M		75,877	A	$2.1875	77,949	D
Common Stock	12/08/2010		M		36,359	A	$7.9975	114,308	D
Common Stock	12/08/2010		F		31,077.4286	D	$30.84	83,230.5714	D
Common Stock	12/08/2010		F		19,244.7942	D	$30.84	63,985.7772	D
Common Stock	12/08/2010		D		0.5714	D	$30.84	63,985.2058	D
Common Stock	12/08/2010		D		0.2058	D	$30.84	63,985	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Buy)	$2.1875	12/08/2010		M			13,110	⁽¹⁾	12/02/2013	Common Stock	13,110	$0	0	D
Employee Stock Option (Right to Buy)	$2.1875	12/08/2010		M			20,288	⁽²⁾	08/24/2014	Common Stock	20,288	$0	0	D
Employee Stock Option (Right to Buy)	$2.1875	12/08/2010		M			37,922	⁽³⁾	03/16/2016	Common Stock	37,922	$0	0	D
Employee Stock Option (Right to Buy)	$2.1875	12/08/2010		M			4,557	07/06/2007	03/23/2017	Common Stock	4,557	$0	0	D
Employee Stock Option (Right to Buy)	$7.9975	12/08/2010		M			36,359	03/20/2008	07/06/2017	Common Stock	36,359	$0	363,641⁽⁴⁾	D

Explanation of Responses:

1. The option vested as to 25% on each of December 2, 2004 and December 2, 2005 and as to 50% on February 3, 2006.

2. The option vested as to 25% on August 24, 2005 and as to 75% on February 3, 2006.

3. The option vested as to 25% on March 16, 2007 and as to 75% on July 6, 2007.

4. The number of securities reported in this column represents (a) 250,000 options that are subject to time-vesting criteria, 150,000 of which are vested and 100,000 of which are scheduled to vest 50% on each of July 6, 2011 and July 6, 2012; and (b) 150,000 options which vested after the Issuer's satisfaction of certain performance-vesting criteria. The number of securities reported in this column does not include 100,000 options which are scheduled to vest 50% per year based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ending January 28, 2011 and February 3, 2012.

Remarks:

	/s/ Kathleen R. Guion	12/10/2010
	** 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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