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Form 3 DOLLAR GENERAL CORP For: May 28 Filed by: REARDON KATHLEEN A

June 5, 2019 10:57 AM
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person *
REARDON KATHLEEN A
(Last) (First) (Middle)
100 MISSION RIDGE
(Street)
GOODLETTSVILLE TN 37072
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
05/28/2019 		3. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [ DG ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief People Officer
 5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 1,852 (1)
D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) (2) 03/17/2025 Common Stock 3,583 74.72 D
Employee Stock Option (Right to Buy) (3) 03/16/2026 Common Stock 3,588 84.67 D
Employee Stock Option (Right to Buy) (4) 03/22/2027 Common Stock 3,553 70.68 D
Employee Stock Option (Right to Buy) (5) 03/21/2028 Common Stock 2,594 92.98 D
Employee Stock Option (Right to Buy) (6) 03/20/2029 Common Stock 5,377 117.13 D
Explanation of Responses:
1. Includes 147 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions; 224 RSUs that are scheduled to vest evenly on April 1, 2020 and April 1, 2021, subject to certain forfeiture and accelerated vesting provisions; 714 RSUs that are scheduled to vest in three annual installments of 33 1/3% beginning on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions; 80 earned but unvested performance share units representing the right to receive shares of common stock upon vesting ("PSUs") that are scheduled to vest on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions; and 110 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2020 and April 1, 2021, subject to certain forfeiture and accelerated vesting provisions.
2. Vested as to 898 shares on April 1, 2016, as to 895 shares on April 1, 2017, as to 895 shares on April 1, 2018, and as to 895 shares on April 1, 2019.
3. Vested as to 897 shares on April 1, 2017, as to 897 shares on April 1, 2018, and as to 897 shares on April 1, 2019. The remaining portion of the option is scheduled to vest as to the 897 shares on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions.
4. Vested as to 889 shares on April 1, 2018 and as to 888 shares on April 1, 2019. The remaining portion of the option is scheduled to vest as to 888 shares on April 1, 2020 and as to 888 shares on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions.
5. Vested as to 650 shares on April 1, 2019. The remaining portion of the option is scheduled to vest as to the 1,944 shares in three annual installments of 33 1/3% beginning on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions.
6. Vests in four annual installments of 25% beginning of April 1, 2020, subject to certain forfeiture and accelerated vesting provisions.
Remarks:
Exhibit List: Exhibit 24--Power of Attorney
/s/ Kathleen A. Reardon 06/05/2019
** 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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