Sec Form 3 Filing - REARDON KATHLEEN A @ DOLLAR GENERAL CORP - 2019-05-28

FORM 3 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 REARDON KATHLEEN A 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) SVP & Chief People Officer (Last) (First) (Middle) 100 MISSION RIDGE 3. Date of Earliest Transaction (MM/DD/YY) 05/28/2019 (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 1,852 ( 1 ) 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) $ 74.72 ( 2 ) 03/17/2025 Common Stock 3,583 D Employee Stock Option (Right to Buy) $ 84.67 ( 3 ) 03/16/2026 Common Stock 3,588 D Employee Stock Option (Right to Buy) $ 70.68 ( 4 ) 03/22/2027 Common Stock 3,553 D Employee Stock Option (Right to Buy) $ 92.98 ( 5 ) 03/21/2028 Common Stock 2,594 D Employee Stock Option (Right to Buy) $ 117.13 ( 6 ) 03/20/2029 Common Stock 5,377 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REARDON KATHLEEN A 100 MISSION RIDGE GOODLETTSVILLE, TN37072 SVP & Chief People Officer Signatures /s/ Kathleen A. Reardon 06/05/2019 Signature of Reporting Person Date

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

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