Sec Form 4 Filing - RHODES WILLIAM C III @ DOLLAR GENERAL CORP - 2020-12-22

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
RHODES WILLIAM C III
2. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [ DG]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
100 MISSION RIDGE
3. Date of Earliest Transaction (MM/DD/YY)
12/22/2020
(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 12/18/2020 G V 4,830 D $ 0 23,597 ( 1 ) I By Trust
Common Stock 12/22/2020 M 3,194 A $ 33.16 19,824.3594 ( 2 ) D
Common Stock 12/24/2020 G V 2,400 D $ 0 21,197 I By Trust
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
Director Stock Option (Right to Buy) $ 33.16 12/22/2020 M 3,194 ( 3 ) 05/25/2021 Common Stock 3,194 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
RHODES WILLIAM C III
100 MISSION RIDGE
GOODLETTSVILLE, TN37072
X
Signatures
/s/ Christine L. Connolly, Attorney-in-Fact 12/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In addition to accounting for the transaction reported on the first row of Table I (transfer of shares previously held indirectly by Insider in a trust to a trust whereby Insider no longer indirectly holds such shares), the number of shares reported in Column 5 of Row 1 of this Table I also accounts for a December 18, 2020 transfer of 4,830 shares previously held directly by Insider to a trust through which Insider indirectly holds the shares in such trust.
( 2 )The number of shares reported in Column 5 of Row 2 of this Table I accounts for the December 18, 2020 transfer of 4,830 shares previously held directly by Insider to a trust through which Insider indirectly holds the shares in such trust (also described in Footnote 1) and also includes 3.3594 additional restricted stock units, which were acquired through exempt transactions as a result of dividend equivalent rights on July 21, 2020 and October 20, 2020, representing the right to receive shares of common stock upon vesting and/or payment.
( 3 )The option exercised vested as to 800 shares on May 25, 2012 and as to 798 options on each of May 25, 2013, May 25, 2014 and May 25, 2015.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.