Sec Form 3 Filing - SUNDERLAND STEVEN G @ DOLLAR GENERAL CORP - 2019-08-27

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 SUNDERLAND STEVEN G 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, Store Operations (Last) (First) (Middle) 100 MISSION RIDGE 3. Date of Earliest Transaction (MM/DD/YY) 08/27/2019 (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 7,461 ( 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) $ 66.69 ( 2 ) 12/03/2024 Common Stock 6,536 D Employee Stock Option (Right to Buy) $ 74.72 ( 3 ) 03/17/2025 Common Stock 10,002 D Employee Stock Option (Right to Buy) $ 84.67 ( 4 ) 03/16/2026 Common Stock 10,016 D Employee Stock Option (Right to Buy) $ 70.68 ( 5 ) 03/22/2027 Common Stock 9,018 D Employee Stock Option (Right to Buy) $ 92.98 ( 6 ) 03/21/2028 Common Stock 6,877 D Employee Stock Option (Right to Buy) $ 117.13 ( 7 ) 03/20/2029 Common Stock 6,420 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SUNDERLAND STEVEN G 100 MISSION RIDGE GOODLETTSVILLE, TN37072 EVP, Store Operations Signatures /s/ Steven G. Sunderland 08/29/2019 Signature of Reporting Person Date

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

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).

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