Sec Form 3 Filing - Mantle Ridge LP @ DOLLAR TREE, INC. - 2022-03-16

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 Mantle Ridge LP 2. Issuer Name and Ticker or Trading Symbol DOLLAR TREE, INC. [ DLTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by deputization (Last) (First) (Middle) 712 FIFTH AVENUE, SUITE 17F 3. Date of Earliest Transaction (MM/DD/YY) 03/16/2022 (Street) NEW YORK, NY10019 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 11,365,631 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 )

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 Physically settled call options (right to buy) $ 75 11/08/2021 04/01/2024 Common Stock 252,460 I See footnote( 6 ) Physically settled call options (right to buy) $ 70 11/09/2021 04/01/2024 Common Stock 502,401 I See footnote( 6 ) Physically settled call options (right to buy) $ 70 11/11/2021 04/01/2024 Common Stock 493,231 I See footnote( 6 ) Physically settled call options (right to buy) $ 70 11/12/2021 04/01/2024 Common Stock 116,250 I See footnote( 6 ) Call options on cash-settled forwards (right to buy) $ 55.8 08/12/2021 02/13/2023 Common Stock 114,749 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 55.94 08/13/2021 02/13/2023 Common Stock 35,171 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 56.06 08/16/2021 02/16/2023 Common Stock 240,105 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 55.29 08/17/2021 02/17/2023 Common Stock 290,000 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 55.88 08/18/2021 02/21/2023 Common Stock 388,000 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 55.61 08/19/2021 02/21/2023 Common Stock 310,000 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 56.09 08/20/2021 02/21/2023 Common Stock 128,986 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 55 10/29/2021 04/01/2024 Common Stock 1,753,655 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 55 10/29/2021 04/15/2024 Common Stock 1,753,655 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 55 10/29/2021 05/01/2024 Common Stock 1,753,655 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 60 11/03/2021 04/01/2024 Common Stock 184,000 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 60 11/05/2021 04/01/2024 Common Stock 301,800 I See footnotes( 7 )( 8 ) Call options on cash-settled forwards (right to buy) $ 70 11/09/2021 04/01/2024 Common Stock 2,160,401 I See footnotes( 7 )( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mantle Ridge LP 712 FIFTH AVENUE, SUITE 17F NEW YORK, NY10019 Director by deputization MR Cobalt Advisor LLC 712 FIFTH AVENUE, SUITE 17F NEW YORK, NY10019 Director by deputization Hilal Paul C 712 FIFTH AVENUE, SUITE 17F NEW YORK, NY10019 X Signatures MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member 03/22/2022 Signature of Reporting Person Date MR COBALT ADVISOR LLC, By: Mantle Ridge LP, its sole member, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member 03/22/2022 Signature of Reporting Person Date /s/ Paul C. Hilal, Paul C. Hilal 03/22/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 3 is being filed jointly by MR Cobalt Advisor LLC, a Delaware limited liability company ("MR Cobalt"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 3 (the "Subject Securities"). All Subject Securities reported on this Form 3 are rounded up to the nearest whole share. ( 2 )MR Cobalt, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Cobalt Offshore Fund AB Ltd, MR Cobalt Offshore Fund CB 01 Ltd and MR Cobalt Offshore Fund CB 02 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). ( 3 )MR Cobalt, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Cobalt, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Paul C. Hilal's position as ultimately controlling MR Cobalt and Mantle Ridge, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. ( 4 )Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. ( 5 )This consists of 11,365,531 shares of Common Stock held by the Mantle Ridge Funds and 100 shares of Common Stock purchased by Mr. Hilal for his own account. ( 6 )The Mantle Ridge Funds hold American-style call options on forwards (the "Call Options") which may be physically settled referencing an aggregate of 1,364,342 shares of Common Stock. ( 7 )Certain of the Mantle Ridge Funds are party to American-style call options on cash-settled forwards (the "CSF Option Agreements"). Under the terms of the CSF Option Agreements, if such Mantle Ridge Fund exercises an option (and unless such Mantle Ridge Fund elects to settle such option for cash or for a net number of exercised forward agreements), upon paying the strike price, such Mantle Ridge Fund and its counterparty will be deemed to enter into cash-settled forward transactions referencing an aggregate number of shares of Common Stock equal to the number of options underlying the exercised option under the CSF Option Agreements. ( 8 )(Continued from Footnote 7) Under the terms of the cash settled forward agreements, such Mantle Ridge Fund will pay to the counterparty any decrease in, and receive from the counterparty any increase in, the market price of the referenced notional number of shares of Common Stock during a period determined in accordance with the cash settled forward agreement around each valuation date compared with a forward price (which includes a financing charge) agreed by the parties, as adjusted to account for any cash dividends or distributions declared by the Issuer. The strike price plus a previously paid premium for the relevant CSF Option Agreement equals the forward price of the Cash Settled Forward Agreement subject to any adjustment as discussed.

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).

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