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Filing Details

Accession Number:: 0000769993-10-000319
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-04-22 13:00:00
Reporting Period:: 2010-04-20

Filing Date:: 2010-04-22
Accepted Time:: 2010-04-22 18:28:07
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		Yes	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	2010-04-20	6,433,515	$25.92	58,558,272	No	4	S	Indirect	See Footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See Footnotes

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Date	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
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
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-ownedsubsidiary of The Goldman Sachs Group, Inc. ("GS Group"). Without admitting any legal obligation, Goldman Sachs or itsaffiliates will remit appropriate profits, if any, to Dollar General Corporation (the "Company"). The Reporting Persondisclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, ifany.
In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.875 per share (the "CommonStock"), of the Company by certain selling shareholders pursuant to an underwriting agreement (the "Underwriting Agreement")and final prospectus supplement, each dated April 14, 2010, Buck Holdings, L.P., as a selling shareholder, sold 25,798,045shares of Common Stock of the Company. The Secondary Offering closed on April 20, 2010. Buck Holdings, L.P. is a limitedpartnership whose general partner is Buck Holdings, LLC. The membership interests of Buck Holdings, LLC are held by aprivate investor group, which includes certain investment partnerships (the "GS Funds") and GSUIG, L.L.C. ("GSUIG", andtogether with the GS Funds, the "Investing Entities").
Pursuant to the Underwriting Agreement and in connection with the Secondary Offering, the underwriters exercised their option(the "Over-Allotment Option") to purchase additional shares of Common Stock from certain of the selling shareholders.Goldman Sachs is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closedsimultaneously with the Secondary Offering on April 20, 2010. Buck Holdings, L.P. sold an additional 3,871,200 shares ofCommon Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
GS Group may be deemed to beneficially own 1,525 restricted stock units that were granted to Adrian M. Jones, a managingdirector of Goldman Sachs, in his capacity as a director of the Company pursuant to the Amended and Restated 2007 StockIncentive Plan for Key Employees of Dollar General Corporation and Its Affiliates (the "Plan"). The restricted stock unitsrepresent a contingent right to receive shares of Common Stock upon vesting and vest in three equal installments on each ofthe Company's first, second, and third annual shareholders' meetings immediately following the grant date, which wasNovember 18, 2009. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit ofGS Group. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to theextent of its pecuniary interest therein.
Pursuant to the Plan, Mr. Jones was granted options to purchase 5,549 shares of Common Stock on November 18, 2009. Theoptions vest in four annual installments of 25% beginning November 18, 2010. GS Group may be deemed to beneficially own theoptions to purchase 5,549 shares of Common Stock that were granted to Mr. Jones on November 18, 2009 pursuant to the Plan.
As of April 20, 2010, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Group andGoldman Sachs may be deemed to beneficially own indirectly 58,556,747 shares of Common Stock by reason of the indirectbeneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemed to beneficially ownindirectly 58,556,747 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. Each of Goldman Sachs and GS Group disclaimsbeneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.