Sec Form 5 Filing - SASSER BOB @ DOLLAR TREE, INC. - 2021-02-03

FORM 5 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 SASSER BOB 2. Issuer Name and Ticker or Trading Symbol DOLLAR TREE, INC. [ DLTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 500 VOLVO PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2021 (Street) CHESAPEAKE, VA23320 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 12/08/2020 G( 1 ) V 13,583 A $ 0 13,583 I R.A. Sasser Trust Common Stock 12/08/2020 G( 1 ) V 13,583 D $ 0 146,783 I B. Sasser Trust Common Stock 12/08/2020 G( 2 ) V 9,055 D $ 0 146,783 I B. Sasser Trust Common Stock 12/08/2020 G( 2 ) V 9,055 D $ 0 146,783 I B. Sasser Trust Common Stock 12/08/2020 G( 2 ) V 9,055 D $ 0 146,783 I B. Sasser Trust Common Stock 12/09/2020 G( 3 ) V 13,583 A $ 0 13,583 I J.S. Holland Trust Common Stock 12/09/2020 G( 3 ) V 13,583 D $ 0 0 I Trust (Spouse) Common Stock 985 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SASSER BOB 500 VOLVO PARKWAY CHESAPEAKE, VA23320 X Executive Chairman Signatures /s/ Shawnta Totten-Medley, attorney-in-fact for Mr. Sasser 03/30/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 8, 2020, the reporting person made a gift of 13,583 shares of DLTR common stock to a trust for the benefit of his son. The spouse of the reporting person is the trustee of the son's trust. ( 2 )On December 8, 2020, the reporting person made gifts of 9,055 shares of Dollar Tree common stock to each of three trusts for the benefit of his grandchildren. The reporting person and his spouse are not trustees or beneficiaries of these trusts, and the reporting person disclaims beneficial ownership of the shares held by these trusts. ( 3 )On December 9, 2020, a trust for the spouse of the reporting person made a gift of 13,583 shares of Dollar Tree common stock to a trust for the benefit of their daughter. The reporting person is the trustee of the daughter's trust.

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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