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*
VASOS TODD J
(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)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
05/29/2020
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 05/29/2020 M 37,440 A $45.25 178,556 D
Common Stock 05/29/2020 M 27,492 A $48.11 206,048 D
Common Stock 05/29/2020 M 2,880 A $56.48 208,928 D
Common Stock 05/29/2020 M 37,926 A $57.91 246,854 D
Common Stock 05/29/2020 M 44,786 A $74.72 291,640 D
Common Stock 05/29/2020 M 15,000 A $84.67 306,640 D
Common Stock 05/29/2020 S 165,224 D $191.0999(1) 141,416 D
Common Stock 05/29/2020 S 300 D $192.0117(2) 141,116 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) $45.25 05/29/2020 M 37,440 (3) 03/20/2022 Common Stock 37,440 $0 0 D
Employee Stock Option (Right to Buy) $48.11 05/29/2020 M 27,492 (4) 03/18/2023 Common Stock 27,492 $0 0 D
Employee Stock Option (Right to Buy) $56.48 05/29/2020 M 2,880 (5) 12/03/2023 Common Stock 2,880 $0 0 D
Employee Stock Option (Right to Buy) $57.91 05/29/2020 M 37,926 (6) 03/18/2024 Common Stock 37,926 $0 0 D
Employee Stock Option (Right to Buy) $74.72 05/29/2020 M 44,786 (7) 03/17/2025 Common Stock 44,786 $0 0 D
Employee Stock Option (Right to Buy) $84.67 05/29/2020 M 15,000 04/01/2017 03/16/2026 Common Stock 15,000 $0 104,599(8) D
Explanation of Responses:
1. The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $191.00 to $191.98, inclusive. The reporting person undertakes to provide Dollar General Coropration, 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 range set forth in this footnote to this Form 4.
2. The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $192.005 to $192.015, inclusive. The reporting person undertakes to provide 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 range set forth in this footnote to this Form 4.
3. The option exercised vested as to 9,360 shares on each of March 20, 2013, March 20, 2014, March 20, 2015 and March 20, 2016.
4. The option exercised vested as to 6,873 shares on each of March 18, 2014, March 18, 2015, March 18, 2016 and March 18, 2017.
5. The option exercised vested as to 720 shares on each of December 3, 2014, December 3, 2015, December 3, 2016 and December 3, 2017.
6. The option exercised vested as to 9,483 shares on March 18, 2015 and as to 9,481 shares on each of March 18, 2016, March 18, 2017 and March 18, 2018.
7. The option exercised vested as to 11,198 shares on April 1, 2016 and as to 11,196 shares on each of April 1, 2017, April 1, 2018 and April 1, 2019.
8. The number of securities reported in the sixth row of Column 9 represents 14,902 options that vested on April 1, 2017, and 29,899 options that vested on each of April 1, 2018, April 1, 2019 and April 1, 2020.
/s/ Todd J. Vasos 06/02/2020
** 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).
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