Sec Form 4 Filing - GOLDMAN SACHS GROUP INC @ DOLLAR GENERAL CORP - 2012-06-11

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 GOLDMAN SACHS GROUP INC 2. Issuer Name and Ticker or Trading Symbol DOLLAR GENERAL CORP [ DG] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 200 WEST STREET 3. Date of Earliest Transaction (MM/DD/YY) 06/11/2012 (Street) NEW YORK, NY10282 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 06/11/2012 S 7,379,508 ( 3 ) ( 4 ) D $ 45.2307 ( 3 ) 24,328,262 I See Footnotes ( 1 ) ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) ( 9 ) ( 10 ) ( 14 )

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) $ 48.62 ( 11 ) 06/01/2022 Common Stock 4,180 4,180 I See footnotes ( 1 ) ( 2 ) ( 11 ) ( 14 ) Director Stock Option (right to buy) $ 33.16 ( 12 ) 05/25/2021 Common Stock 3,194 3,194 I See footnotes ( 1 ) ( 2 ) ( 12 ) ( 14 ) Director Stock Option (right to buy) $ 22.55 ( 13 ) 11/18/2019 Common Stock 5,549 5,549 I See footnotes ( 1 ) ( 2 ) ( 13 ) ( 14 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GOLDMAN SACHS GROUP INC 200 WEST STREET NEW YORK, NY10282 X GOLDMAN SACHS & CO 200 WEST STREET NEW YORK, NY10282 X GS Capital Partners VI Fund, L.P. 200 WEST STREET NEW YORK, NY10282 X GS Capital Partners VI Offshore Fund, L.P. 200 WEST STREET NEW YORK, NY10282 X GS Capital Partners VI Parallel LP 200 WEST STREET NEW YORK, NY10282 X GS Capital Partners VI GmbH & Co KG 200 WEST STREET NEW YORK, NY10282 X GSCP VI Advisors, L.L.C. 200 WEST STREET NEW YORK, NY10282 X GSCP VI Offshore Advisors, L.L.C. 200 WEST STREET NEW YORK, NY10282 X GS Advisors VI, L.L.C. 200 WEST STREET NEW YORK, NY10282 X GOLDMAN, SACHS MANAGEMENT GP GMBH 200 WEST STREET NEW YORK, NY10282 X Signatures /s/ Yvette Kosic, Attorney-in-fact 06/13/2012 Signature of Reporting Person Date /s/ Yvette Kosic, Attorney-in-fact 06/13/2012 Signature of Reporting Person Date /s/ Yvette Kosic, Attorney-in-fact 06/13/2012 Signature of Reporting Person Date /s/ Yvette Kosic, Attorney-in-fact 06/13/2012 Signature of Reporting Person Date /s/ Yvette Kosic, Attorney-in-fact 06/13/2012 Signature of Reporting Person Date /s/ Yvette Kosic, Attorney-in-fact 06/13/2012 Signature of Reporting Person Date /s/ Yvette Kosic, Attorney-in-fact 06/13/2012 Signature of Reporting Person Date /s/ Yvette Kosic, Attorney-in-fact 06/13/2012 Signature of Reporting Person Date /s/ Yvette Kosic, Attorney-in-fact 06/13/2012 Signature of Reporting Person Date /s/ Yvette Kosic, Attorney-in-fact 06/13/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCapital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS CapitalPartners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), Goldman Sachs DGCInvestors, L.P. ("GS DGC"), Goldman Sachs DGC Investors Offshore Holdings, L.P. ("GS DGC Offshore" and, together with GSCapital, GS Offshore, GS Parallel, GS Germany, and GS DGC, the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together withthe GS Funds, the "Investing Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C.("GSCP Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors") (continued in footnote 2), ( 2 )Goldman, Sachs Management GP GmbH ("GS GmbH"), GS DGC Advisors, L.L.C. ("GS DGC Advisors") and GS DGC Offshore Advisors,Inc. ("GS DGC Offshore Advisors", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, GS DGCAdvisors, the Investing Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system'slimitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Each Reporting Persondisclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds. Affiliatesof Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or investment manager ofthe GS Funds. GSUIG is a wholly-owned subsidiary of GS Group. ( 3 )In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.875 per share (the "CommonStock"), of Dollar General Corporation (the "Company") by certain selling shareholders pursuant to an underwriting agreement(the "Underwriting Agreement") and final prospectus supplement, each dated June 5, 2012, Buck Holdings, L.P., as a sellingshareholder, sold 29,531,855 shares of Common Stock of the Company at $45.2307 per share, which represents the $46.75Secondary Offering price per share of Common Stock, less the underwriting discount of $1.51930 per share of Common Stock.The Secondary Offering closed on June 11, 2012. Buck Holdings, L.P. is a limited partnership whose general partner is BuckHoldings, LLC. The membership interests of Buck Holdings, LLC are held by a private investor group, which includes theInvesting Entities. ( 4 )Pursuant to the Underwriting Agreement and in connection with the Secondary Offering, the underwriters exercised their option(the "Over-Allotment Option") to purchase additional shares of Common Stock from certain of the selling shareholders.Goldman Sachs is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closedsimultaneously with the Secondary Offering on June 11, 2012. Buck Holdings, L.P. sold an additional 4,500,000 shares ofCommon Stock pursuant to the underwriters' exercise of the Over-Allotment Option. ( 5 )GS Group may be deemed to beneficially own 1,065 restricted stock units that were granted to Adrian M. Jones, a managing director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and Its Affiliates (the "Plan") on June 1, 2012. The restricted stock units represent a contingent right to receive shares of Common Stock upon vesting and vest in three annual installments of 33 1/3% beginning on June 1, 2013. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group. ( 6 )GS Group also may be deemed to beneficially own 1,038 restricted stock units that were granted to Adrian M. Jones in his capacity as a director of the Company pursuant to the Plan on May 25, 2011. The restricted stock units represent a contingent right to receive shares of Common Stock upon vesting and vest in three equal installments on each of the Company's first, second, and third annual shareholders' meetings immediately following the grant date, which was May 25, 2011. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group. ( 7 )GS Group also may be deemed to beneficially own 1,525 restricted stock units that were granted to Adrian M. Jones in his capacity as a director of the Company pursuant to the Plan on November 18, 2009. The restricted stock units represent a contingent right to receive shares of Common Stock upon vesting and vest in three equal installments on each of the Company's first, second, and third annual shareholders' meetings immediately following the grant date, which was November 18, 2009. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group. ( 8 )As of June 11, 2012, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 24,323,720 shares of Common Stock by reason of the indirect beneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemed to beneficially own indirectly 24,323,720 shares of Common Stock by reason of the direct beneficial ownership of such shares by Buck Holdings, L.P., a limited partnership whose general partner is Buck Holdings, LLC. Additionally, as of June 11, 2012, Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 914 shares of Common Stock, and Goldman Sachs also holds open short positions of 94 shares of Common Stock, each due to exempt transactions. ( 9 )As of June 11, 2012, as a result of the Secondary Offering, the exercise of the Over-Allotment Option and the Stock Repurchase, GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 8,988,652 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, and its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 7,476,444 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GS Advisors, may be deemed to beneficially own indirectly 2,471,726 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; (continued in footnote 10) ( 10 )GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 319,457 shares of Common Stockby reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC, and its general partner, GS DGCAdvisors, may be deemed to beneficially own indirectly 1,356,612 shares of Common Stock by reason of the direct beneficialownership of Common Stock by Buck Holdings, L.P.; GS DGC Offshore, and its general partner, GS DGC Offshore Advisors, may bedeemed to beneficially own indirectly 2,697,340 shares of Common Stock by reason of the direct beneficial ownership ofCommon Stock by Buck Holdings, L.P.; and GSUIG may be deemed to beneficially own indirectly 1,013,489 shares of CommonStock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P. ( 11 )Pursuant to the Plan, Adrian M. Jones was granted options to purchase 4,180 shares of Common Stock on June 1, 2012. The options vest in four annual installments of 25% beginning June 1, 2013. GS Group may be deemed to beneficially own the options to purchase 4,180 shares of Common Stock that were granted to Mr. Jones on June 1, 2012 pursuant to the Plan. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group. ( 12 )Pursuant to the Plan, Adrian M. Jones was granted options to purchase 3,194 shares of Common Stock on May 25, 2011. The options vest in four annual installments of 25% beginning on May 25, 2012. GS Group may be deemed to beneficially own the options to purchase 3,194 shares of Common Stock that were granted to Mr. Jones on May 25, 2011 pursuant to the Plan. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group. ( 13 )Pursuant to the Plan, Adrian M. Jones was granted options to purchase 5,549 shares of Common Stock on November 18, 2009. The options vest in four annual installments of 25% beginning November 18, 2010. GS Group may be deemed to beneficially own the options to purchase 5,549 shares of Common Stock that were granted to Mr. Jones on November 18, 2009 pursuant to the Plan. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group. ( 14 )The Reporting Persons are no longer beneficial owners of more than 10% of the Common Stock of the Company, and are therefore no longer subject to Section 16 of the Securities Exchange Act of 1934, as amended.

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