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*
GARDEN EDWARD P

(Last) (First) (Middle)
280 PARK AVENUE
41ST FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2011
3. Issuer Name and Ticker or Trading Symbol
FAMILY DOLLAR STORES INC [ FDO ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
5. 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 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, $0.10 par value 6,190,159 I(1)(2) Please see explanation below(1)(2)
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)
Date Exercisable Expiration Date Title Amount or Number of Shares
Put-Call Option (right and obligation to buy) (3)(4)(5) 10/03/2011 Common Stock, $0.10 par value 185,000 35.2275(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 10/03/2011 Common Stock, $0.10 par value 125,000 35.475(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 10/03/2011 Common Stock, $0.10 par value 185,000 35.61(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 10/03/2011 Common Stock, $0.10 par value 93,100 36.6729(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 10/03/2011 Common Stock, $0.10 par value 450,000 36.8787(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 12/12/2011 Common Stock, $0.10 par value 263,406 38.4547(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 12/12/2011 Common Stock, $0.10 par value 168,214 38.6116(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 12/26/2011 Common Stock, $0.10 par value 91,000 39(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 02/02/2012 Common Stock, $0.10 par value 379,414 37.8968(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 02/02/2012 Common Stock, $0.10 par value 94,757 37.9486(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 02/02/2012 Common Stock, $0.10 par value 300,000 38.0817(3)(4)(5) I(1)(2) Please see explanation below(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 02/02/2012 Common Stock, $0.10 par value 187,315 38.1193(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 02/02/2012 Common Stock, $0.10 par value 250,000 38.1398(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 02/02/2012 Common Stock, $0.10 par value 45,000 38.498(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 02/02/2012 Common Stock, $0.10 par value 430,000 39.2277(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 02/02/2012 Common Stock, $0.10 par value 303,400 39.36(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
Put-Call Option (right and obligation to buy) (3)(4)(5) 02/02/2012 Common Stock, $0.10 par value 225,000 39.6347(3)(4)(5) I(1)(2) Please see explanation below(1)(2)
1. Name and Address of Reporting Person*
GARDEN EDWARD P

(Last) (First) (Middle)
280 PARK AVENUE
41ST FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Trian Fund Management, L.P.

(Last) (First) (Middle)
280 PARK AVENUE
41ST FLOOR

(Street)
NEW YORK NY 10017

(City) (State) (Zip)
Explanation of Responses:
1. Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Master Fund (ERISA), L.P. ("Trian ERISA Fund") and Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund" and collectively, the "Trian Entities"), and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities.
2. (FN 1, contd.) Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Garden is a director of the Issuer.
3. Each of Trian Onshore, Trian Offshore, Parallel Fund I and the Strategic Fund (collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which they acquired an economic interest in the indicated shares.
4. (FN 3, contd.) In these transactions, simultaneously with the purchase of each call option, the Trian Option Holders also sold a put option to the counterparty for the same number of shares pursuant to which, if on the expiration date of the options the exercise price per share of the call option were greater than the closing price of the shares on the expiration date (the "Closing Price"), then the counterparty would be entitled to cause the Trian Option Holders, at their election, to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price.
5. (FN 4, contd.) The call options are exercisable into shares of common stock of the Issuer at any time, in whole or in part, prior to their expiration date. If a call option is exercised prior to its expiration date, the party exercising the option will receive a cash rebate from the counterparty for the period from the day after the exercise date to (and including) three business days after the expiration date calculated using a monthly rate equal to USD-FFR-OPEN (as displayed on Bloomberg Screen "FEDSOPEN" [INDEX] [GO] or any successor pages) plus 0.55%.
Remarks:
Exhibit 24.1 POWER OF ATTORNEY Exhibit 24.2 POWER OF ATTORNEY
Stuart I. Rosen, Attorney-in-Fact for Edward P. Garden 09/30/2011
Stuart I. Rosen, Attorney-in-Fact for Edward P. Garden 09/30/2011
** 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).
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