SEC Form 4
Washington, D.C. 20549


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 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*

(Last) (First) (Middle)


(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
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)
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 10/07/2008 A 45,000(2) A $0 4,203,405(1) D
Common Stock 10/07/2008 F 14,857(3) D $23.36 4,188,548(1) D
Common Stock 5,546,200(1) I By Trust
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) $23.36 10/07/2008 A 227,570 10/07/2010(4) 10/06/2013 Common Stock 227,570 $0 227,570 D
Explanation of Responses:
1. This amount does not include 187,284 shares held in trust by a bank for the benefit of Mr. Levine's son, and 1,025 shares owned by his wife. Mr. Levine disclaims beneficial ownership of such shares. Reflects transfer of 133,294 shares from indirect to direct ownership.
2. Represents gross number of shares awarded upon payout of Performance Share Rights Award granted under the Family Dollar Stores, Inc. (the "Company") 2006 Incentive Plan (the "Plan"). The payout of the referenced shares was contingent on the Company's achievement of certain net income growth and return on equity goals as compared to a peer group selected by the Company's Compensation Committee (the "Committee"). The actual payout represents 120.0% of a Target award established by the Committee and is reduced by shares withheld to satisfy tax withholding obligations. See footnote 3.
3. Represents shares of Common Stock, the value of which was withheld to satisfy tax withholding obligations with respect to shares awarded on October 7, 2008 in settlement of Performance Share Rights Award.
4. This option was granted on October 7, 2008, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option may be exercised prior to October 7, 2010. Thereafter, the option is exercisable in cumulative installments of not more than 40% of the number of shares subject to the option after October 6, 2010, 70% after October 6, 2011, and 100% after October 6, 2012.
/s/ Janet G. Kelley, by Power of Attorney 10/09/2008
** 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.