X0306 4 2012-10-16 0 0000034408 FAMILY DOLLAR STORES INC FDO 0001222822 GIBSON CHARLES S JR P. O. BOX 1017 CHARLOTTE NC 28201 0 1 0 0 Executive Vice President Common Stock 2012-10-16 4 M 0 11010 23.36 A 53518 D Common Stock 2012-10-16 4 M 0 8277 28.11 A 61795 D Common Stock 2012-10-16 4 M 0 6634 46.11 A 68429 D Common Stock 2012-10-16 4 S 0 11010 68.0272 D 57419 D Common Stock 2012-10-16 4 S 0 8277 68.0272 D 49142 D Common Stock 2012-10-16 4 S 0 6634 68.0272 D 42508 D Common Stock 2012-10-16 4 S 0 15000 68.0009 D 27508 D Common Stock 2012-10-17 4 S 0 6639 68.3504 D 20869 D Common Stock 2012-10-17 4 F 0 869 67.95 D 20000 D Employee Stock Option (Right to Buy) 23.36 2012-10-16 4 M 0 11010 0.00 D 2010-10-07 2013-10-06 Common Stock 11010 0 D Employee Stock Option (Right to Buy) 28.11 2012-10-16 4 M 0 8277 0.00 D 2011-10-13 2014-10-12 Common Stock 8277 8277 D Employee Stock Option (Right to Buy) 46.11 2012-10-16 4 M 0 6634 0.00 D 2012-10-12 2015-10-11 Common Stock 6634 9951 D The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.00 to $68.18, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, 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 range set forth in footnote (1) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.00 to $68.01, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, 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 range set forth in footnote (2) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.00 to $68.54, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, 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 range set forth in footnote (3) to this Form 4. Represents shares of Common Stock, the value of which was withheld to satisfy additional tax withholding obligations which arose in respect to shares received on October 17, 2012 in final settlement of Performance Share Rights Award vested on October 9, 2012. This option was granted on October 7, 2008, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 7, 2010. Thereafter, the option vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 7, 2010, 70% on October 7, 2011, and 100% on October 7, 2012. This option was granted on October 13, 2009, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 13, 2011. Thereafter, the option became or will become vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 13, 2011, 70% on October 13, 2012, and 100% on October 13, 2013. This option was granted on October 12, 2010, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 12, 2012. Thereafter, the option became or will become vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 12, 2012, 70% on October 12, 2013, and 100% on October 12, 2014. /s/ Beth R. MacDonald, by Power of Attorney 2012-10-18