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^*

KKR Fund Holdings L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(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	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/27/2012

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $0.875 per share	11/27/2012		S⁽¹⁾		506,092	D	$49.73⁽²⁾	23,859,937	I	Held through Buck Holdings, L.P. and KKR 2006 Fund L.P.⁽⁵⁾⁽⁶⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/27/2012		S⁽¹⁾		82,170	D	$50.3⁽³⁾	23,777,767	I	Held through Buck Holdings, L.P. and KKR 2006 Fund L.P.⁽⁵⁾⁽⁶⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/28/2012		S⁽¹⁾		428,969	D	$49.6⁽⁴⁾	23,348,798	I	Held through Buck Holdings, L.P. and KKR 2006 Fund L.P.⁽⁵⁾⁽⁶⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/27/2012		S⁽¹⁾		106,801	D	$49.73⁽²⁾	5,035,165	I	Held through Buck Holdings, L.P. and KKR PEI Investments, L.P.⁽⁵⁾⁽⁷⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/27/2012		S⁽¹⁾		17,340	D	$50.3⁽³⁾	5,017,825	I	Held through Buck Holdings, L.P. and KKR PEI Investments, L.P.⁽⁵⁾⁽⁷⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/28/2012		S⁽¹⁾		90,525	D	$49.6⁽⁴⁾	4,927,300	I	Held through Buck Holdings, L.P. and KKR PEI Investments, L.P.⁽⁵⁾⁽⁷⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/27/2012		S⁽¹⁾		17,568	D	$49.73⁽²⁾	828,236	I	Held through Buck Holdings, L.P. and 8 North America Investors L.P.⁽⁵⁾⁽⁸⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/27/2012		S⁽¹⁾		2,852	D	$50.3⁽³⁾	825,384	I	Held through Buck Holdings, L.P. and 8 North America Investors L.P.⁽⁵⁾⁽⁸⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/28/2012		S⁽¹⁾		14,891	D	$49.6⁽⁴⁾	810,493	I	Held through Buck Holdings, L.P. and 8 North America Investors L.P.⁽⁵⁾⁽⁸⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/27/2012		S⁽¹⁾		75,144	D	$49.73⁽²⁾	3,542,671	I	Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, L.P.⁽⁵⁾⁽⁹⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/27/2012		S⁽¹⁾		12,200	D	$50.3⁽³⁾	3,530,471	I	Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, L.P.⁽⁵⁾⁽⁹⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/28/2012		S⁽¹⁾		63,692	D	$49.6⁽⁴⁾	3,446,779	I	Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, L.P.⁽⁵⁾⁽⁹⁾⁽¹⁰⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/27/2012		S⁽¹⁾		11,753	D	$49.73⁽²⁾	554,091	I	Held through Buck Holdings, L.P. and KKR Partners III, L.P.⁽⁵⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/27/2012		S⁽¹⁾		1,908	D	$50.3⁽³⁾	552,183	I	Held through Buck Holdings, L.P. and KKR Partners III, L.P.⁽⁵⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾
Common Stock, par value $0.875 per share	11/28/2012		S⁽¹⁾		9,962	D	$49.6⁽⁴⁾	542,221	I	Held through Buck Holdings, L.P. and KKR Partners III, L.P.⁽⁵⁾⁽¹¹⁾⁽¹²⁾⁽¹³⁾

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)

1. Name and Address of Reporting Person^*

KKR Fund Holdings L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR 2006 Fund L.P.

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR Associates 2006 LP

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

KKR 2006 GP LLC

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P.

9 WEST 57TH STREET, SUITE 4200

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Sales made pursuant to a Rule 10b5-1 sales plan entered into on October 8, 2012, which plan provides for sales by Buck Holdings, L.P. in an amount up to 12,169,000 shares based upon applicable volume limitations.

2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.15 to $50.14, inclusive. The reporting person undertakes to provide to the Issuer any security holder of the Issuer, 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 footnotes (2) through (4) to this Form 4.

3. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.145 to $50.55, inclusive.

4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.50 to $49.84, inclusive.

5. Buck Holdings, L.P. directly holds all of the shares of Common Stock reported herein. Buck Holdings, LLC is the general partner of Buck Holdings, L.P. The membership interests of Buck Holdings, LLC are held by a private investor group, including affiliates of Kohlberg Kravis Roberts & Co. L.P., Goldman, Sachs & Co. and other equity investors.

6. KKR 2006 Fund L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.

7. KKR PEI Investments, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P.

8. 8 North America Investor L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P.

9. Buck Holdings Co-Invest, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. Buck Holdings Co-Invest GP, LLC is the sole general partner of Buck Holdings Co-Invest, LP, and the managing member of Buck Holdings Co-Invest GP, LLC is KKR Associates 2006 L.P. The sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.

10. The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts.

11. KKR Partners III, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR Partners III, L.P.is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Kravis and Roberts.

12. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

13. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC and Messrs. Kravis and Roberts have filed a separate Form 4.

Remarks:

(14) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC, the sole general partner of KKR Associates 2006 L.P., the sole general partner of KKR 2006 Fund L.P. (15) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC, the sole general partner of KKR Associates 2006 L.P. (16) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC. (17) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P.

	/s/ Richard J. Kreider, KKR 2006 Fund L.P. (14)	11/29/2012
	/s/ Richard J. Kreider, KKR Associates 2006 L.P. (15)	11/29/2012
	/s/ Richard J. Kreider, KKR 2006 GP LLC (16)	11/29/2012
	/s/ Richard J. Kreider, KKR Fund Holdings L.P. (17)	11/29/2012
	** Signature of Reporting Person	Date
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