Sec Form 4 Filing - Garratt John W @ DOLLAR GENERAL CORP - 2020-05-29

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 Garratt 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 & Chief Financial Officer (Last) (First) (Middle) 100 MISSION RIDGE 3. Date of Earliest Transaction (MM/DD/YY) 05/29/2020 (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 05/29/2020 M 5,031 A $ 66.69 26,409 D Common Stock 05/29/2020 M 10,002 A $ 74.72 36,411 D Common Stock 05/29/2020 M 7,829 A $ 65.35 44,240 D Common Stock 05/29/2020 M 22,138 A $ 70.68 66,378 D Common Stock 05/29/2020 S 38,332 D $ 187.7417 ( 1 ) 28,046 D Common Stock 05/29/2020 S 6,668 D $ 188.659 ( 2 ) 21,378 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 05/29/2020 M 5,031 ( 3 ) 12/03/2024 Common Stock 5,031 $ 0 0 D Employee Stock Option (Right to Buy) $ 74.72 05/29/2020 M 10,002 ( 4 ) 03/17/2025 Common Stock 10,002 $ 0 0 D Employee Stock Option (Right to Buy) $ 65.35 05/29/2020 M 7,829 ( 5 ) 12/02/2025 Common Stock 7,829 $ 0 0 D Employee Stock Option (Right to Buy) $ 70.68 05/29/2020 M 22,138 ( 6 ) 03/22/2027 Common Stock 22,138 $ 0 15,548 ( 7 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Garratt John W 100 MISSION RIDGE GOODLETTSVILLE, TN37072 EVP & Chief Financial Officer Signatures /s/ John Garratt 06/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $187.47 to $188.30, inclusive. The reporting person undertakes to provide Dollar General Coropration, any security holder of Dollar General Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. ( 2 )The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $188.47 to $189.035, inclusive. The reporting person undertakes to provide Dollar General Coropration, any security holder of Dollar General Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4. ( 3 )The option exercised vested as to 1,260 shares on December 3, 2015 and as to 1,257 shares on each of December 3, 2016, December 3, 2017 and December 3, 2018. ( 4 )The option exercised vested as to 2,502 shares on April 1, 2016 and as to 2,500 shares on each of April 1, 2017, April 1, 2018 and April 1, 2019. ( 5 )The option exercised vested as to 1,958 shares on December 2, 2016 and as to 1,957 shares on each of December 2, 2017, December 2, 2018 and December 2, 2019. ( 6 )The option exercised vested as to 9,423 shares on April 1, 2018, as to 9,421 shares on April 1, 2019 and as to 3,294 shares on April 1, 2020. ( 7 )The number of securities reported in the fourth row of Column 9 represents 6,127 options that vested on April 1, 2020 and 9,421 options that are subject to time-vesting criteria which are scheduled to vest on April 1, 2021.

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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