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Form 4 DOLLAR GENERAL CORP For: Mar 13 Filed by: Owen Jeffery

March 15, 2018 12:29 PM
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 *
Owen Jeffery
(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, Store Operations
3. Date of Earliest Transaction (Month/Day/Year)
03/13/2018
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 03/13/2018 A 8,285 (1) A $ 0 15,372 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
Explanation of Responses:
1. Performance share units ("PSUs") earned by the reporting person from a March 22, 2017 grant, as certified by the Issuer's Compensation Committee on March 13, 2018. Each PSU represents the right to one share of the Issuer's common stock. The amount reported includes (i) 3,199 PSUs earned as a result of the Issuer's fiscal year 2017 adjusted ROIC performance, all of which will become vested & be settled & paid in unrestricted shares of the Issuer's common stock on April 1, 2018; & (ii) 5,086 PSUs that were earned as a result of the Issuer's fiscal year 2017 adjusted EBITDA performance, 1,696 of which will become vested & be settled and paid in unrestricted shares of the Issuer's common stock on April 1, 2018, & the remainder of which remains subject to time-based vesting requirements (1,695 on each of April 1, 2019 and April 1, 2020) & certain forfeiture and accelerated vesting provisions, & once vested are payable solely in unrestricted shares of the Issuer's common stock.
/s/ Jeffery C. Owen 03/15/2018
** 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.
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