Sec Form 4 Filing - LEVINE HOWARD R @ FAMILY DOLLAR STORES INC - 2012-10-08

Insider filing report for Changes in Beneficial Ownership
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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
LEVINE HOWARD R
2. Issuer Name and Ticker or Trading Symbol
FAMILY DOLLAR STORES INC [ FDO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
P. O. BOX 1017
3. Date of Earliest Transaction (MM/DD/YY)
10/08/2012
(Street)
CHARLOTTE, NC28201
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 10/08/2012 M 227,570 A $ 23.36 4,580,370 ( 1 ) D
Common Stock 10/08/2012 S 227,570 D $ 68.7467 ( 2 ) 4,352,800 ( 1 ) D
Common Stock 10/09/2012 G V 100,000 D $ 0 4,252,800 ( 1 ) D
Common Stock 5,083,817 ( 1 ) 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
Employee Stock Option (Right to Buy) $ 23.36 10/08/2012 M 227,570 10/07/2010( 3 ) 10/06/2013 Common Stock 227,570 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEVINE HOWARD R
P. O. BOX 1017
CHARLOTTE, NC28201
X Chief Executive Officer
Signatures
/s/ Beth R. MacDonald, by Power of Attorney 10/10/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This amount does not include 1,025 shares owned by Mr. Levine's wife. Mr. Levine disclaims beneficial ownership of such shares. Reflects transfer of 106,495 shares from indirect to direct ownership.
( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.505 to $69.12, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, 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 footnote (2) to this Form 4.
( 3 )This option was granted on October 7, 2008, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 7, 2010. Thereafter, the option vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 7, 2010, 70% on October 7, 2011, and 100% on October 7, 2012.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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