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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
DREILING RICHARD W
(Last) (First) (Middle)
100 MISSION RIDGE
(Street)
GOODLETTSVILLE TN 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman & CEO
3. Date of Earliest Transaction (Month/Day/Year)
03/19/2015
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)
Code V Amount (A) or (D) Price
Common Stock 03/19/2015 M 11,653 A $7.9975 285,442 D
Common Stock 03/19/2015 F 5,611 D $74.91 279,831 D
Common Stock 03/19/2015 M 100,000 A $29.38 379,831 D
Common Stock 03/19/2015 F 64,718 D $74.91 315,113 D
Common Stock 03/19/2015 M 114,114 A $45.25 429,227 D
Common Stock 03/19/2015 M 75,602 A $48.11 504,829 D
Common Stock 03/19/2015 M 40,455 A $57.91 545,284 D
Common Stock 03/19/2015 S 274,260 D $74.9984(1) 271,024 D
Common Stock 03/20/2015 M 57,056 A $45.25 328,080 D
Common Stock 03/20/2015 S 193,664 D $76.015(2) 134,416 D
Common Stock 03/20/2015 F 5,493(3) D $75.78 128,923 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $7.9975 03/19/2015 M 11,653 07/06/2012 07/06/2017 Common Stock 11,653 $0 0 D
Employee Stock Option (Right to Buy) $29.38 03/19/2015 M 100,000 04/23/2011 04/23/2020 Common Stock 100,000 $0 0 D
Employee Stock Option (Right to Buy) $45.25 03/19/2015 M 114,114 (4) 03/20/2022 Common Stock 114,114 $0 114,112(5) D
Employee Stock Option (Right to Buy) $48.11 03/19/2015 M 75,602 (6) 03/18/2023 Common Stock 75,602 $0 75,602(7) D
Employee Stock Option (Right to Buy) $57.91 03/19/2015 M 40,455 03/18/2015 03/18/2024 Common Stock 40,455 $0 121,362(8) D
Employee Stock Option (Right to Buy) $45.25 03/20/2015 M 57,056 03/20/2015 03/20/2022 Common Stock 57,056 $0 57,056(9) D
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $74.87 to $75.15, inclusive. The reporting person undertakes to provide to Dollar General Corporation, any security holder of Dollar General Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $75.89 to $76.16, inclusive. The reporting person undertakes to provide to Dollar General Corporation, any security holder of Dollar General Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.
3. Shares of common stock surrendered to the Issuer in payment of taxes in connection with the vesting and payment of a portion of performance share units granted on March 20, 2012.
4. The options exercised vested as to 57,058 shares on March 20, 2013 and as to 57,056 shares on March 20, 2014.
5. The number of securities reported in the third row of Column 9 represents unvested options that are subject to time-vesting criteria which are scheduled to vest evenly on March 20, 2015 and March 20, 2016.
6. The options exercised vested as to 37,801 shares on March 18, 2014 and as to 37,801 shares on March 18, 2015.
7. The number of securities reported in the fourth row of Column 9 represents unvested options that are subject to time-vesting criteria which are scheduled to vest evenly on March 18, 2016 and March 18, 2017.
8. The number of securities reported in the fifth row of Column 9 represents unvested options that are subject to time-vesting criteria which are scheduled to vest evenly on March 18, 2016, March 18, 2017, and March 18, 2018.
9. The number of securities reported in the sixth row of Column 9 represents unvested options that are subject to time-vesting criteria which are scheduled to vest on March 20, 2016.
Remarks:
/s/ Richard W. Dreiling 03/23/2015
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.