Sec Form 4 Filing - Gibson Wayne @ DOLLAR GENERAL CORP - 2007-07-06

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 Gibson Wayne 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) Sr. VP, Dollar General Markets (Last) (First) (Middle) 100 MISSION RIDGE 3. Date of Earliest Transaction (MM/DD/YY) 07/06/2007 (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 07/06/2007 D 2,384 D $ 22 0 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 Restricted Stock Units $ 22 07/06/2007 D 14,136.31 ( 1 ) ( 1 ) Common Stock 14,136.31 ( 2 ) $ 22 ( 3 ) 0 D Employee Stock Option (right to buy) $ 17.54 07/06/2007 D 30,200 ( 4 ) 03/16/2016 Common Stock 30,200 ( 5 ) 0 D Employee Stock Option (right to buy) $ 19 07/06/2007 D 42,000 ( 4 ) 11/17/2015 Common Stock 42,000 ( 5 ) 0 D Employee Stock Option (right to buy) $ 21.1 07/06/2007 D 21,567 ( 4 ) 03/19/2017 Common Stock 21,567 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gibson Wayne 100 MISSION RIDGE GOODLETTSVILLE, TN37072 Sr. VP, Dollar General Markets Signatures /s/ Susan S. Lanigan, by Power of Attorney 07/10/2007 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable. ( 2 )Includes 14,011 Restricted Stock Units that were scheduled to vest as follows: 3,333 units in two equal annual installments beginning on November 17, 2007; 3,066 units in two equal annual installments beginning on March 16, 2008; and 7,612 units in three equal annual installments beginning March 19, 2008. ( 3 )The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a 1-for-1 basis. ( 4 )Immediately before the effective time of the merger, all unvested options became fully vested and immediately exercisable. ( 5 )This option was assumed by the surviving corporation in the merger and replaced with a new option with an exercise price of $3.75 for that number of shares so that the difference between $22.00 and the exercise price of the old option, multiplied by the number of shares subject to the old option, is equal to the difference between $22.00 and $3.75, multiplied by the number of shares subject to the new option.

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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