SEC Form 3
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*
GUION KATHLEEN
(Last) (First) (Middle)
100 MISSION RIDGE
(Street)
GOODLETTSVILLE TN 37072
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
11/12/2009 		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)
Div. Pres., Store Ops & Dev.
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 17,379 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) (1) 12/02/2013 Common Stock 13,110 $2.1875 D
Employee Stock Option (Rigth to Buy) (2) 08/24/2014 Common Stock 20,288 $2.1875 D
Employee Stock Option (Right to Buy) (3) 03/16/2016 Common Stock 37,922 $2.1875 D
Employee Stock Option (Right to Buy) 07/06/2007 03/23/2017 Common Stock 4,557 $2.1875 D
Employee Stock Option (Right to Buy) (4) 07/06/2017 Common Stock 250,000 $7.9975 D
Employee Stock Option (Right to Buy) 03/20/2008 07/06/2017 Common Stock 50,000(5) $7.9975 D
Employee Stock Option (Right to Buy) 03/19/2009 07/06/2017 Common Stock 50,000(6) $7.9975 D
Explanation of Responses:
1. The option vested 25% per year on December 2, 2004 and December 2, 2005 and 50% on February 3, 2006.
2. The option vested 25% on August 24, 2005 and 75% on February 3, 2006.
3. The option vested 25% on March 16, 2007 and 75% on July 6, 2007.
4. The option becomes exercisable 20% per year beginning on July 6, 2008.
5. On July 6, 2007, the reporting person was granted an option to purchase 250,000 shares of common stock. The option vests in five equal annual installments based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ended or ending February 1, 2008, January 30, 2009, January 29, 2010, January 28, 2011 and February 3, 2012. The performance criteria for each of the fiscal years ended February 1, 2008 and January 30, 2009 were met, in each case resulting in the vesting of the option as to 50,000 shares.
6. See footnote 5.
Remarks:
Exhibit List Exhibit 24--Power of Attorney
/s/ Susan S. Lanigan, Attorney-in-Fact 11/12/2009
** 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 5 (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.