Sec Form 4 Filing - Flanigan John W @ DOLLAR GENERAL CORP - 2013-09-18

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Flanigan John W 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, Global Supply Chain (Last) (First) (Middle) 100 MISSION RIDGE 3. Date of Earliest Transaction (MM/DD/YY) 09/18/2013 (Street) GOODLETTSVILLE, TN37072 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 09/18/2013 M 23,182 A $ 7.9975 38,934 D Common Stock 09/18/2013 M 5,795 A $ 12.1975 44,729 D Common Stock 09/18/2013 M 15,731 A $ 25.25 60,460 D Common Stock 09/18/2013 F 25,302.5722 D $ 57.92 35,157.4278 D Common Stock 09/18/2013 D 1.4278 D $ 57.92 35,156 D Common Stock 09/19/2013 S 19,404 D $ 58.3879 ( 5 ) 15,752 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Employee Stock Option (Right to Buy) $ 7.9975 09/18/2013 M 23,182 ( 1 ) 08/28/2018 Common Stock 23,182 $ 0 0 D Employee Stock Option (Right to Buy) $ 12.1975 09/18/2013 M 5,795 ( 2 ) 05/28/2019 Common Stock 5,795 $ 0 0 D Employee Stock Option (Right to Buy) $ 25.25 09/18/2013 M 15,731 ( 3 ) 03/24/2020 Common Stock 15,731 $ 0 12,439 ( 4 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flanigan John W 100 MISSION RIDGE GOODLETTSVILLE, TN37072 EVP, Global Supply Chain Signatures /s/ Rhonda M. Taylor, Attorney-in-Fact 09/20/2013 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The number of securities reported in the first row of column 5 vested as to 4,897 shares on July 11, 2013 and as to 18,285 shares on May 27, 2013. ( 2 )The securities reported in the second row of column 5 vested as to 1,224 shares on July 11, 2013 and as to 4,571 shares on May 27, 2013. ( 3 )The securities reported in the third row of column 5 vested as to 3,291 shares on March 19, 2013 and as to 12,440 shares on March 24, 2013. ( 4 )The number of securities reported in the third row of column 9 represents 12,439 unvested time-based options with the same exercise price and expiration date as the securities reported in the third row of column 5 that are scheduled to vest on March 24, 2014. ( 5 )The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $58.33 to $58.42, inclusive. The reporting person undertakes to provide to Dollar General Corporation, any security holder of Dollar General Corporation, or the staff of the Securities Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to this Form 4.

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).

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