SEC FORM 3

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^*

DILTS KELLY

(Last)

(First)

(Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE

37072

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
05/01/2023

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)
	EVP & Chief Financial Officer

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	5,851⁽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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (Right to Buy)	⁽²⁾	08/27/2029	Common Stock	5,732	$138.75	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/17/2030	Common Stock	5,052	$154.53	D
Employee Stock Option	⁽⁴⁾	03/16/2031	Common Stock	5,787	$193.55	D
Employee Stock Option	⁽⁵⁾	03/15/2032	Common Stock	15,248	$214.25	D
Employee Stock Option	⁽⁶⁾	03/28/2033	Common Stock	4,809	$208.13	D

Explanation of Responses:

1. Includes 210 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2024, subject to certain forfeiture and accelerated vesting provisions; 1,064 RSUs that are scheduled to vest evenly on April 1, 2024 and April 1, 2025, subject to certain forfeiture and accelerated vesting provisions; 663 RSUs that are scheduled to vest evenly on April 1, 2024, April 1, 2025 and April 1, 2026, subject to certain forfeiture and accelerated vesting provisions; 206 earned but unvested performance share units representing the right to receive shares of common stock upon vesting ("PSUs") that are scheduled to vest on April 1, 2024, subject to certain forfeiture and accelerated vesting provisions; and 818 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2024 and April 1, 2025, subject to certain forfeiture and accelerated vesting provisions.

2. Vested as to 1,433 shares on each of August 27, 2020, August 27, 2021 and August 27, 2022. The remaining portion of the option is scheduled to vest as to the 1,433 shares on August 27, 2023, subject to certain forfeiture and accelerated vesting provisions.

3. Vested as to 1,263 shares on each of April 1, 2021, April 1, 2022 and April 1, 2023. The remaining portion of the option is scheduled to vest as to the 1,263 shares on April 1, 2024, subject to certain forfeiture and accelerated vesting provisions.

4. Vested as to 1,449 shares on April 1, 2022 and as to 1,446 shares on April 1, 2023. The remaining portion of the option is scheduled to vest as to 1,446 shares on each of April 1, 2024 and April 1, 2025, subject to certain forfeiture and accelerated vesting provisions.

5. Vested as to 3,812 shares on April 1, 2023. The remaining portion of the option is scheduled to vest as to 3,812 shares on each of April 1, 2024, April 1, 2025 and April 1, 2026, subject to certain forfeiture and accelerated vesting provisions.

6. Vests in four annual installments of 25% beginning April 1, 2024, subject to certain forfeiture and accelerated vesting provisions.

Remarks:

Exhibit List: Exhibit 24--Power of Attorney

	/s/ Kelly M. Dilts	05/01/2023
	** 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).
** 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.
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