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^*

GARDEN EDWARD P

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FAMILY DOLLAR STORES INC [ FDO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2011

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, $0.10 par value	09/30/2011		X		123,267	A	$34.9219⁽¹⁾⁽²⁾⁽³⁾	6,313,426	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock, $0.10 par value	09/30/2011		X		61,733	A	$34.626⁽¹⁾⁽²⁾⁽³⁾	6,375,159	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock, $0.10 par value	09/30/2011		X		41,712	A	$34.7228⁽¹⁾⁽²⁾⁽⁶⁾	6,416,871	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock, $0.10 par value	09/30/2011		X		83,288	A	$35.0641⁽¹⁾⁽²⁾⁽⁶⁾	6,500,159	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock, $0.10 par value	09/30/2011		X		123,267	A	$35.1999⁽¹⁾⁽²⁾⁽⁷⁾	6,623,426	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock, $0.10 par value	09/30/2011		X		61,733	A	$34.8586⁽¹⁾⁽²⁾⁽⁷⁾	6,685,159	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock, $0.10 par value	09/30/2011		X		62,033	A	$36.3727⁽¹⁾⁽²⁾⁽⁸⁾	6,747,192	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock, $0.10 par value	09/30/2011		X		31,067	A	$36.0769⁽¹⁾⁽²⁾⁽⁸⁾	6,778,259	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock, $0.10 par value	09/30/2011		X		299,836	A	$36.5785⁽¹⁾⁽²⁾⁽⁹⁾	7,078,095	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock, $0.10 par value	09/30/2011		X		150,164	A	$36.2826⁽¹⁾⁽²⁾⁽⁹⁾	7,228,259	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Common Stock, $0.10 par value								436	D⁽⁴⁾⁽⁵⁾

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)
Put-Call Option (right and obligation to buy)	$35.2275⁽¹⁾⁽²⁾⁽³⁾	09/30/2011		X			185,000	⁽¹⁾⁽²⁾	10/03/2011	Common Stock, $0.10 par value	185,000	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$35.475⁽¹⁾⁽²⁾⁽⁶⁾	09/30/2011		X			125,000	⁽¹⁾⁽²⁾	10/03/2011	Common Stock, $0.10 par value	125,000	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$35.61⁽¹⁾⁽²⁾⁽⁷⁾	09/30/2011		X			185,000	⁽¹⁾⁽²⁾	10/03/2011	Common Stock, $0.10 par value	185,000	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.6729⁽¹⁾⁽²⁾⁽⁸⁾	09/30/2011		X			93,100	⁽¹⁾⁽²⁾	10/03/2011	Common Stock, $0.10 par value	93,100	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾
Put-Call Option (right and obligation to buy)	$36.8787⁽¹⁾⁽²⁾⁽⁹⁾	09/30/2011		X			450,000	⁽¹⁾⁽²⁾	10/03/2011	Common Stock, $0.10 par value	450,000	$0.00	0	I⁽⁴⁾⁽⁵⁾	Please see explanation below⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

GARDEN EDWARD P

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Trian Fund Management, L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. In March 2010, each of Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore") and Trian Partners Parallel Fund I, L.P. ("Parallel Fund I") and (collectively, the "Trian Option Holders") 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.

2. (FN 1, 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. On September 30, 2011, all of the call options acquired in March 2010 were exercised at the exercise prices noted in notes Table I.

3. The put-call option was previously reported at an exercise price of $35.2275 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.

4. Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Onshore, Trian Offshore, Parallel Fund I, Trian Partners Master Fund (ERISA), L.P. and Trian Partners Strategic Investment Fund, L.P. (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.

5. (FN 4, 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.

6. The put-call option was previously reported at an exercise price of $35.475 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.

7. The put-call option was previously reported at an exercise price of $35.61 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.

8. The put-call option was previously reported at an exercise price of $36.6729 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.

9. The put-call option was previously reported at an exercise price of $36.8787 but, in accordance with the terms of the underlying agreements, the exercise price was adjusted to reflect dividends paid with respect to the indicated shares and the financing fee paid to the counterparty.

Remarks:

	Stuart I. Rosen, Attorney-In-fact for Edward P. Garden	10/04/2011
	Stuart I. Rosen, Attorney-In-Fact for Edward P. Garden, member of the general partner of Trian Fund Management, L.P.	10/04/2011
	** Signature of Reporting Person	Date
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