Sec Form 3 Filing - ZUAZO ANTONIO @ DOLLAR GENERAL CORP - 2021-04-16

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 ZUAZO ANTONIO 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, Global Supply Chain (Last) (First) (Middle) 100 MISSION RIDGE 3. Date of Earliest Transaction (MM/DD/YY) 04/16/2021 (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 6,647 ( 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) $ 48.11 ( 2 ) 03/18/2023 Common Stock 2,999 D Employee Stock Option (Right to Buy) $ 57.91 ( 3 ) 03/18/2024 Common Stock 3,034 D Employee Stock Option (Right to Buy) $ 74.72 ( 4 ) 03/17/2025 Common Stock 3,583 D Employee Stock Option (Right to Buy) $ 84.67 ( 5 ) 03/16/2026 Common Stock 3,588 D Employee Stock Option (Right to Buy) $ 70.68 ( 6 ) 03/22/2027 Common Stock 3,230 D Employee Stock Option (Right to Buy) $ 92.98 ( 7 ) 03/21/2028 Common Stock 2,594 D Employee Stock Option (Right to Buy) $ 106.84 ( 8 ) 08/28/2028 Common Stock 3,526 D Employee Stock Option (Right to Buy) $ 117.13 ( 9 ) 03/20/2029 Common Stock 5,377 D Employee Stock Option (Right to Buy) $ 154.53 ( 10 ) 03/17/2030 Common Stock 5,423 D Employee Stock Option (Right to Buy) $ 193.55 ( 11 ) 03/16/2031 Common Stock 11,574 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ZUAZO ANTONIO 100 MISSION RIDGE GOODLETTSVILLE, TN37072 EVP, Global Supply Chain Signatures /s/ Tony Zuazo 04/20/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 238 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2022, subject to certain forfeiture and accelerated vesting provisions; 384 RSUs that are scheduled to vest evenly on April 1, 2022 and April 1, 2023, subject to certain forfeiture and accelerated vesting provisions; 147 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, 2022, subject to certain forfeiture and accelerated vesting provisions; and 578 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2022 and April 1, 2023, subject to certain forfeiture and accelerated vesting provisions. ( 2 )Vested as to 752 shares on March 18, 2014, as to 749 shares on March 18, 2015, as to 749 shares on March 18, 2016, and as to 749 shares on March 18, 2017. ( 3 )Vested as to 760 shares on March 18, 2015, as to 758 shares on March 18, 2016, as to 758 shares on March 18, 2017, and as to 758 shares on March 18, 2018. ( 4 )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. ( 5 )Vested as to 897 shares on April 1, 2017, as to 897 shares on April 1, 2018, as to 897 shares on April 1, 2019, and as to 897 shares on April 1, 2020. ( 6 )Vested as to 809 shares on April 1, 2018, as to 807 shares on April 1, 2019, as to 807 shares on April 1, 2020, and as to 807 shares on April 1, 2021. ( 7 )Vested as to 650 shares on April 1, 2019, as to 648 shares on April 1, 2020, and as to 648 shares on April 1, 2021. The remaining portion of the option is scheduled to vest as to the 648 shares on April 1, 2022, subject to certain forfeiture and accelerated vesting provisions. ( 8 )Vested as to 883 shares on August 28, 2019 and as to 881 shares on August 28, 2020. The remaining portion of the option is scheduled to vest as to 881 shares on August 28, 2021 and as to 881 shares on A ugust 28, 2022, subject to certain forfeiture and accelerated vesting provisions. ( 9 )Vested as to 1,345 shares on April 1, 2020 and as to 1,344 shares on April 1, 2021. The remaining portion of the option is scheduled to vest as to 1,344 shares on April 1, 2022 and as to 1,344 shares on April 1, 2023, subject to certain forfeiture and accelerated vesting provisions. ( 10 )Vested as to 1,358 shares on April 1, 2021. The remaining portion of the option is scheduled to vest as to 1,355 shares on April 1, 2022, as to 1,355 shares on April 1, 2023 and as to 1,355 shares on April 1, 2024, subject to certain forfeiture and accelerated vesting provisions ( 11 )Vests in four annual installments of 25% beginning April 1, 2022, 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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