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Filing Details

Accession Number:: 0000769993-10-000543
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2010-12-16 19:35:25
Reporting Period:: 2010-12-14

Filing Date:: 2010-12-16
Accepted Time:: 2010-12-16 19:35:25
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	2010-12-14	6,081,807	$29.46	52,476,465	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 "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 December 8, 2010, Buck Holdings, L.P., as a selling shareholder, sold 24,297,281 shares of Common Stock of the Company. The Secondary Offering closed on December 14, 2010. 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 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 closed simultaneously with the Secondary Offering on December 14, 2010. Buck Holdings, L.P. sold an additional 3,750,000 shares of Common 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.
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 December 14, 2010, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 52,474,940 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 52,474,940 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.
As of December 14, 2010, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 19,391,727 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, and its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 16,129,357 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GS Advisors, may be deemed to beneficially own indirectly 5,332,395 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; (continued in footnote 8)
GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 689,182 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC, and its general partner, GS DGC Advisors, may be deemed to beneficially own indirectly 2,926,695 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC Offshore, and its general partner, GS DGC Offshore Advisors, may be deemed to beneficially own indirectly 5,819,128 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; and GSUIG may be deemed to beneficially own indirectly 2,186,456 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.