SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* TAYLOR RHONDA (Last) (First) (Middle) 100 MISSION RIDGE (Street) GOODLETTSVILE TN 37072 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 06/01/2013	3. Issuer Name and Ticker or Trading Symbol DOLLAR GENERAL CORP [ DG ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) SVP & General Counsel	5. 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 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	1,452(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: 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)	03/24/2020	Common Stock	8,785	$25.25	D
Employee Stock Option (Right to Buy)	(3)	03/20/2022	Common Stock	4,729	$45.25	D
Employee Stock Option (Right to Buy)	(4)	03/18/2023	Common Stock	2,999	$48.11	D
Employee Stock Option (Right to Buy)	(5)	05/28/2023	Common Stock	6,908	$54.48	D

Explanation of Responses:

1. Includes 711 restricted stock units which represent the right to receive shares of common stock upon vesting. The restricted stock units vest in three annual installments of 33 1/3% beginning on March 18, 2014. Also includes 542 earned but unvested performance share units from a March 20, 2012 grant that are scheduled to vest in two annual installments of 50% beginning on March 18, 2014. Each performance share unit represents the right to one share of the Issuer's common stock upon vesting.

2. Vested as to 1,072 shares on March 18, 2011, as to 1,286 shares on March 21, 2012, as to 1,285 shares on March 19, 2013, as to 1,286 shares on March 24, 2011, as to 1,286 shares on March 24, 2012 and as to 1,285 shares on March 24, 2013. The remaining time-based portion of the option is scheduled to vest as to 1,285 shares on March 24, 2014.

3. Vests in four annual installments of 25% beginning on March 20, 2013.

4. Vests in four annual installments of 25% beginning on March 18, 2014.

5. Vests in four annual installments of 25% beginning on May 28, 2014.

Remarks:

Exhibit List: Exhibit 24--Power of Attorney

	/s/ Rhonda M. Taylor	06/05/2013
	** 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).
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