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^*

Ravener Robert D

(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)
	EVP & Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/27/2012

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	09/27/2012		M		42,059	A	$7.9975	42,059	D
Common Stock	09/27/2012		M		33,557	A	$25.25	75,616	D
Common Stock	09/27/2012		F		42,027.9808	D	$52	33,588.0192	D
Common Stock	09/27/2012		D		1.0192	D	$52	33,587	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)	$7.9975	09/27/2012		M			11,428	08/25/2012	08/28/2018	Common Stock	11,428	$0	11,428⁽¹⁾	D
Employee Stock Option (Right to Buy)	$7.9975	09/27/2012		M			30,631	⁽²⁾	12/19/2018	Common Stock	30,631	$0	11,428⁽³⁾	D
Employee Stock Option (Right to Buy)	$25.25	09/27/2012		M			33,557	⁽⁴⁾	03/24/2020	Common Stock	33,557	$0	44,738⁽⁵⁾	D

Explanation of Responses:

1. The number of securities reported in this column represents unvested options subject to time-vesting criteria which are scheduled to vest on August 25, 2013.

2. The securities reported in this column vested as to 7,775 shares on August 25, 2011, as to 11,428 shares on March 21, 2012, and as to 11,428 shares on August 25, 2012.

3. The number of securities reported in this column represents unvested time options subject to time-vesting criteria which are scheduled to vest on August 25, 2013.

4. The number of securities reported in this column vested as to 11,185 shares on March 18, 2011, as to 8,950 shares on March 21, 2012, and as to 13,422 shares on March 24, 2011.

5. The number of securities reported in this column represents (a) 4,472 options which vested after the Issuer's satisfaction of certain performance-vesting criteria; and (b) 40,266 options subject to time-vesting criteria, 13,422 of which are vested and 26,844 of which are scheduled to vest 50% on March 24, 2013 and 50% on March 24, 2014.

Remarks:

	/s/ Robert D. Ravener	09/28/2012
	** 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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