Witynski Michael A. Form 4 DOLLAR TREE / Michael A. Witynski ownership change

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^*

Witynski Michael A.

(Last) (First) (Middle)

500 VOLVO PARKWAY

(Street)

CHESAPEAKE VA 23320

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLLAR TREE, INC. [ DLTR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2022

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	04/01/2022		A		3,177(1)	A	$0(2)	44,708	D
Common Stock	04/01/2022		F(3)		1,433	D	$159.43	43,275	D
Common Stock	04/01/2022		M		4,474(4)	A	$0(2)	47,749	D
Common Stock	04/01/2022		F(3)		2,018	D	$159.43	45,731	D
Common Stock	04/01/2022		M		17,480(5)	A	$0(2)	63,211	D
Common Stock	04/01/2022		F(3)		7,884	D	$159.43	55,327	D

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
Restricted Stock Unit	$0(2)	04/01/2022		M			4,474(4)	(6)	(6)	Common Stock	4,474	(2)	0	D
Restricted Stock Unit	$0(2)	04/01/2022		M			17,480(5)	(6)	(6)	Common Stock	17,480	(2)	17,480	D

Explanation of Responses:

1. Awarded under the Long-Term Performance Plan for performance in fiscal years 2019, 2020 and 2021.

2. Convert without cost to shares of common stock on a one-for-one basis.

3. Shares deemed surrendered in payment of tax liability.

4. Portion vested at the third anniversary of a three-year award.

5. Portion vested at the second anniversary of a three-year award.

6. Vests in three approximately equal annual installments beginning on the anniversary of the award date, subject to continued employment.

	/s/ Derek R. Redmond, attorney-in-fact for Mr. Witynski	04/05/2022
	** 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).
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