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^*

SUNDERLAND STEVEN G

(Last)

(First)

(Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE

37072

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/27/2019

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)
	EVP, Store Operations

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	7,461⁽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)
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)	⁽²⁾	12/03/2024	Common Stock	6,536	$66.69	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/17/2025	Common Stock	10,002	$74.72	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	03/16/2026	Common Stock	10,016	$84.67	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	03/22/2027	Common Stock	9,018	$70.68	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	03/21/2028	Common Stock	6,877	$92.98	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	03/20/2029	Common Stock	6,420	$117.13	D

Explanation of Responses:

1. Includes 375 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; 596 RSUs that are scheduled to vest evenly on April 1, 2020 and April 1, 2021, subject to certain forfeiture and accelerated vesting provisions; 853 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; 203 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 292 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 1,634 shares on December 3, 2015, as to 1,634 shares on December 3, 2016, as to 1,634 shares on December 3, 2017, and as to 1,634 shares on December 3, 2018.

3. Vested as to 2,502 shares on April 1, 2016, as to 2,500 shares on April 1, 2017, as to 2,500 shares on April 1, 2018, and as to 2,500 shares on April 1, 2019.

4. Vested as to 2,504 shares on April 1, 2017, as to 2,504 shares on April 1, 2018, and as to 2,504 shares on April 1, 2019. The remaining portion of the option is scheduled to vest as to the 2,504 shares on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions.

5. Vested as to 2,256 shares on April 1, 2018 and as to 2,254 shares on April 1, 2019. The remaining portion of the option is scheduled to vest as to 2,254 shares on April 1, 2020 and as to 2,254 shares on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions.

6. Vested as to 1,720 shares on April 1, 2019. The remaining portion of the option is scheduled to vest as to the 5,157 shares in three annual installments of 33 1/3% beginning on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions.

7. Vests in four annual installments of 25% beginning on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions.

Remarks:

Exhibit List: Exhibit 24--Power of Attorney

	/s/ Steven G. Sunderland	08/29/2019
	** 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 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).
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