Dollar General (DG) Form 4 DOLLAR GENERAL / Michael J Kindy 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^*

Kindy Michael J

(Last) (First) (Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE TN 37072

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [ DG ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Global Supply Chain

3. Date of Earliest Transaction (Month/Day/Year)
05/29/2020

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	05/29/2020		M		4,729	A	$45.25	17,005	D
Common Stock	05/29/2020		M		2,999	A	$48.11	20,004	D
Common Stock	05/29/2020		M		3,034	A	$57.91	23,038	D
Common Stock	05/29/2020		M		3,583	A	$74.72	26,621	D
Common Stock	05/29/2020		M		7,404	A	$73.73	34,025	D
Common Stock	05/29/2020		M		10,016	A	$84.67	44,041	D
Common Stock	05/29/2020		S		31,765	D	$192.2581(1)	12,276	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
Employee Stock Option (Right to Buy)	$45.25	05/29/2020		M			4,729	(2)	03/20/2022	Common Stock	4,729	$0	0	D
Employee Stock Option (Right to Buy)	$48.11	05/29/2020		M			2,999	(3)	03/18/2023	Common Stock	2,999	$0	0	D
Employee Stock Option (Right to Buy)	$57.91	05/29/2020		M			3,034	(4)	03/18/2024	Common Stock	3,034	$0	0	D
Employee Stock Option (Right to Buy)	$74.72	05/29/2020		M			3,583	(5)	03/17/2025	Common Stock	3,583	$0	0	D
Employee Stock Option (Right to Buy)	$73.73	05/29/2020		M			7,404	(6)	08/25/2025	Common Stock	7,404	$0	0	D
Employee Stock Option (Right to Buy)	$84.67	05/29/2020		M			10,016	(7)	03/16/2026	Common Stock	10,016	$0	0	D

Explanation of Responses:

1. The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $191.77 to $192.585, inclusive. The reporting person undertakes to provide Dollar General Coropration, any security holder of Dollar General Corporation, 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 this footnote to this Form 4.

2. The option exercised vested as to 1,183 shares on March 20, 2013 and as to 1,182 shares on each of March 20, 2014, March 20, 2015 and March 20, 2016.

3. The option exercised vested as to 752 shares on March 18, 2014 and as to 749 shares on each of March 18, 2015, March 18, 2016 and March 18, 2017.

4. The option exercised vested as to 760 shares on March 18, 2015 and as to 758 shares on each of March 18, 2016, March 18, 2017 and March 18, 2018.

5. The option exercised vested as to 898 shares on April 1, 2016 and as to 895 shares on each of April 1, 2017, April 1, 2018 and April 1, 2019.

6. The option exercised vested as to 1,851 shares on each of August 25, 2016, August 25, 2017, August 25, 2018 and August 25, 2019.

7. The option exercised vested as to 2,504 shares on each of April 1, 2017, April 1, 2018, April 1, 2019 and April 1, 2020.

	/s/ Michael J. Kindy	06/02/2020
	** Signature of Reporting Person	Date
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