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Filing Details

Accession Number:: 0000769993-12-000564
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-10-12 20:24:42
Reporting Period:: 2012-10-10

Filing Date:: 2012-10-12
Accepted Time:: 2012-10-12 20:24:42
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
29534	Dollar General Corp	DG	Retail-Variety Stores (5331)	610502302

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1359316	M Adrian Jones	C/O Goldman, Sachs &Amp; Co. 200 West Street New York NY 10282		No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2012-10-10	1,172,213	$50.72	15,477,854	No	4	S	Indirect	See footnotes
Common Stock	Disposition	2012-10-11	1,068,254	$50.72	14,409,600	No	4	J	Indirect	See footnotes
Common Stock	Acquisiton	2012-10-11	50	$50.75	14,409,650	No	4	P	Indirect	See footnotes
Common Stock	Disposition	2012-10-11	50	$49.56	14,409,600	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes
No	4	J	Indirect	See footnotes
No	4	P	Indirect	See footnotes
No	4	S	Indirect	See footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Director Stock Option (right to buy)	$48.62	2022-06-01	4,180	4,180	Indirect
Common Stock	Director Stock Option (right to buy)	$33.16	2021-05-25	3,194	3,194	Indirect
Common Stock	Director Stock Option (right to buy)	$22.55	2019-11-18	5,549	5,549	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2022-06-01	4,180	4,180	Indirect
2021-05-25	3,194	3,194	Indirect
2019-11-18	5,549	5,549	Indirect

Footnotes

The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any.
In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.875 per share (the "Common Stock"), of Dollar General Corporation (the "Company") by certain selling shareholders pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated September 27, 2012, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from certain of the selling shareholders, including Buck Holdings, L.P. Buck Holdings, L.P. is a limited partnership whose general partner is Buck Holdings, LLC. The membership interests of Buck Holdings, LLC are held by a private investor group, which includes certain investment partnerships (the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together with the GS Funds, the "Investing Entities"). Goldman Sachs is one of several underwriters under the Underwriting Agreement (continued in footnote 3).
The Over-Allotment Option closed on October 10, 2012. Buck Holdings, L.P. sold an additional 5,400,000 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
In connection with the Common Stock repurchase program authorized by the Company on August 29, 2012, the Company entered into a share repurchase agreement with Buck Holdings, L.P. on September 25, 2012 (the "Share Repurchase Agreement"). Pursuant to the Share Repurchase Agreement, the Company repurchased 4,929,508 shares of Common Stock from Buck Holdings, L.P. (the "Stock Repurchase") on October 11, 2012.
This amount represents the $51.7500 Secondary Offering price per share of Common Stock, less the underwriting discount of $1.035000 per share of Common Stock.
The shares of Common Stock reported herein as indirectly purchased and sold were beneficially owned directly by Goldman Sachs and indirectly by GS Group. Without admitting any legal obligation, Goldman Sachs or another wholly-owned subsidiary of GS Group will remit appropriate profits, if any, to the Company.
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.
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.
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.
As of October 11, 2012, as a result of the exercise of the Over-Allotment Option and the Stock Repurchase, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 14,370,647 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 14,370,647 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 October 11, 2012, Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 35,325 shares of Common Stock, and Goldman Sachs holds open short positions of 66,907 shares of Common Stock, each due to exempt transactions. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
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.
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.
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.