SEC FORM 3

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^*

Ravener Robert D

(Last)

(First)

(Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE

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)
	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	49,730	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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Employee Stock Option (Right to Buy)	⁽¹⁾	08/28/2018	Common Stock	57,142	$7.9975	D
Employee Stock Option (Right to Buy)	⁽²⁾	12/19/2018	Common Stock	57,142	$7.9975	D
Employee Stock Option (Right to Buy)	03/19/2009	08/28/2018	Common Stock	4,762⁽³⁾	$7.9975	D
Employee Stock Option (Right to Buy)	03/19/2009	12/19/2018	Common Stock	4,762⁽⁴⁾	$7.9975	D

Explanation of Responses:

1. The option becomes exercisable 20% per year beginning on August 25, 2009.

2. The option becomes exercisable 20% per year beginning on August 25, 2009.

3. On August 28, 2008, the reporting person was granted an option to purchase 57,142 shares of common stock. The option vests in installments of 8.3336%, 20%, 20%, 20%, 20% and 91.6664% based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ended or ending January 30, 2009, January 29, 2010, January 28, 2011, February 3, 2012, February 1, 2013, and January 31, 2014. The performance criteria for the fiscal year ended January 30, 2009 was met, resulting in the vesting of the option as to 4,762 shares.

4. On December 19, 2008, the reporting person was granted an option to purchase 57,142 shares of common stock. The option vests in installments of 8.3336%, 20%, 20%, 20%, 20% and 91.6664% based on the Issuer's satisfaction of certain performance criteria for each of the fiscal years ended or ending January 30, 2009, January 29, 2010, January 28, 2011, February 3, 2012, February 1, 2013, and January 31, 2014. The performance criteria for the fiscal year ended January 30, 2009 was met, resulting in the vesting of the option as to 4,762 shares.

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.
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