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Filing Details

Accession Number:: 0000769993-10-000318
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 18:27:02
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	Director	Officer	Large Shareholder	Other
1405653	Goldman Sachs Dgc Investors Lp	200 West Street New York NY 10282	No	No	Yes	No
1472038	Goldman Sachs Dgc Investors Offshore Holdings, L.p.	200 West Street New York NY 10282	No	No	Yes	No
1472040	Gs Dgc Advisors, L.l.c.	200 West Street New York NY 10282	No	No	Yes	No
1472041	Gs Dgc Offshore Advisors, Inc.	200 West Street New York NY 10282	No	No	Yes	No
1472042	Gsuig, L.l.c.	200 West Street New York NY 10282	No	No	Yes	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

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCapital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS CapitalPartners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), Goldman Sachs DGCInvestors, L.P. ("GS DGC"), Goldman Sachs DGC Investors Offshore Holdings, L.P. ("GS DGC Offshore" and, together with GSCapital, GS Offshore, GS Parallel, GS Germany, and GS DGC, the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together withthe GS Funds, the "Investing Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C.("GSCP Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors") (continued in footnote 2),
Goldman, Sachs Management GP GmbH ("GS GmbH"), GS DGC Advisors, L.L.C. ("GS DGC Advisors") and GS DGC Offshore Advisors,Inc. ("GS DGC Offshore Advisors", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, GS DGCAdvisors, the Investing Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system'slimitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.875 per share (the "CommonStock"), of Dollar General Corporation (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 sellingshareholder, sold 25,798,045 shares of Common Stock of the Company. The Secondary Offering closed on April 20, 2010. BuckHoldings, L.P. is a limited partnership whose general partner is Buck Holdings, LLC. The membership interests of BuckHoldings, LLC are held by a private investor group, which includes 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.
GS Group may be deemed to beneficially own options to purchase 5,549 shares of Common Stock that were granted to Mr. Jones inhis capacity as a director pursuant to the Plan. The options vest in four annual installments of 25% beginning November 18,2010.
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 Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniaryinterest therein. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GSFunds. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner orinvestment manager of the GS Funds. GSUIG is a wholly-owned subsidiary of GS Group. Without admitting any legal obligation,Goldman Sachs or its affiliates will remit appropriate profits, if any, to the Company.
As of April 20, 2010, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Capital, andits general partner GSCP Advisors, may be deemed to beneficially own indirectly 21,639,214 shares of Common Stock by reasonof the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, and its general partner GSCPOffshore Advisors, may be deemed to beneficially own indirectly 17,998,737 shares of Common Stock by reason of the directbeneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GS Advisors, may be deemedto beneficially own indirectly 5,950,416 shares of Common Stock by reason of the direct beneficial ownership of Common Stockby Buck Holdings, L.P.; (continued in footnote 8)
GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 769,058 shares of Common Stock byreason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC, and its general partner, GS DGCAdvisors, may be deemed to beneficially own indirectly 3,265,896 shares of Common Stock by reason of the direct beneficialownership of Common Stock by Buck Holdings, L.P.; GS DGC Offshore, and its general partner, GS DGC Offshore Advisors, may bedeemed to beneficially own indirectly 6,493,561 shares of Common Stock by reason of the direct beneficial ownership ofCommon Stock by Buck Holdings, L.P.; and GSUIG may be deemed to beneficially own indirectly 2,439,865 shares of Common Stockby reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.