Sec Form 4 Filing - Owen Jeffery @ DOLLAR GENERAL CORP - 2020-03-10

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 Owen Jeffery 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) Chief Operating Officer (Last) (First) (Middle) 100 MISSION RIDGE 3. Date of Earliest Transaction (MM/DD/YY) 03/10/2020 (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 03/10/2020 A 6,627 ( 1 ) A $ 0 23,774 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Owen Jeffery 100 MISSION RIDGE GOODLETTSVILLE, T N37072 Chief Operating Officer Signatures /s/ Jeff Owen 03/12/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Performance share units ("PSUs") earned by reporting person from March 22, 2017 & March 20, 2019 grants, as certified by Issuer's Compensation Committee on March 10, 2020. Each PSU represents right to one share of Issuer's common stock. Amount reported includes: (i) 2,537 PSUs earned as a result of Issuer's fiscal years 2017-2019 average adjusted ROIC performance (2017 grant), all of which will become vested & be settled & paid in unrestricted shares of Issuer's common stock on April 1, 2020; & (ii) 4,090 PSUs earned as a result of Issuer's fiscal year 2019 adjusted EBITDA performance (2019 grant), 1,364 of which will become vested & be settled & paid in unrestricted shares of Issuer's common stock on April 1, 2020, & remainder of which is subject to time-based vesting requirements (1,363 on each of April 1, 2021 & April 1, 2022) & certain forfeiture & accelerated vesting provisions, & once vested are payable solely in unrestricted shares of Issuer's common stock.

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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