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Form 4 FAMILY DOLLAR STORES For: Oct 23 Filed by: Venberg Bryan

October 27, 2014 7:17 PM EDT
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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OMB Number: 3235-0287
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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 *
Venberg Bryan
(Last) (First) (Middle)
P. O. BOX 1017
(Street)
CHARLOTTE NC 28201
(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)
Director 10% Owner
X Officer (give title below) Other (specify below)
Senior Vice President - HR
3. Date of Earliest Transaction (Month/Day/Year)
10/23/2014
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 10/23/2014   M   8,295 A $ 46.11 29,222 D  
Common Stock 10/23/2014   M   5,803 A $ 51.49 35,025 D  
Common Stock 10/23/2014   S   8,295 D $ 77.3645 (1) 26,730 D  
Common Stock 10/23/2014   S   5,803 D $ 77.3645 (1) 20,927 D  
Common Stock 10/23/2014   S   7,674 D $ 77.3861 (2) 13,253 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) $ 46.11 10/23/2014   M     8,295 10/12/2012 (3) 10/11/2015 Common Stock 8,295 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 51.49 10/23/2014   M     5,803 10/04/2013 (4) 10/03/2016 Common Stock 5,803 $ 0 2,487 D  
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.35 to $77.40, 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.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $77.37 to $77.41, 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.
3. 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 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.
4. This option was granted on October 4, 2011, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option may be exercised prior to October 4, 2013. 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 4, 2013, 70% on October 4, 2014, and 100% on October 4, 2015.
/s/ James C. Snyder, Jr., by Power of Attorney 10/27/2014
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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