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Filing Details

Accession Number:: 0000769993-12-000302
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-04-04 17:53:56
Reporting Period:: 2012-04-02

Filing Date:: 2012-04-04
Accepted Time:: 2012-04-04 16:53:56
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	2012-04-02	6,104,274	$44.01	33,184,065	No	4	S	Indirect	See Footnotes
Common Stock	Disposition	2012-04-02	1,478,274	$44.01	31,705,791	No	4	J	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

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
Common Stock	Director Stock Option (right to buy)	$33.16		2021-05-25	3,194	3,194	Indirect

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2019-11-18	5,549	5,549	Indirect
2021-05-25	3,194	3,194	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. Each Reporting Persondisclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds. Affiliatesof Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or investment manager ofthe GS Funds. GSUIG is a wholly-owned subsidiary of GS Group.
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 March 27, 2012, Buck Holdings, L.P., as a sellingshareholder, sold 24,400,885 shares of Common Stock of the Company at $44.00562 per share, which represents the $45.25Secondary Offering price per share of Common Stock, less the underwriting discount of $1.244380 per share of Common Stock.The Secondary Offering closed on April 2, 2012. Buck Holdings, L.P. is a limited partnership whose general partner is BuckHoldings, LLC. The membership interests of Buck Holdings, LLC are held by a private investor group, which includes theInvesting 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 2, 2012. Buck Holdings, L.P. sold an additional 3,750,000 shares ofCommon Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
In connection with the Common Stock repurchase program authorized by the Company on November 30, 2011, the Company entered into a share repurchase agreement with Buck Holdings, L.P. on March 25, 2012 (the "Share Repurchase Agreement"). Pursuant to the Share Repurchase Agreement, the Company repurchased, concurrently with the Secondary Offering, 6,817,311 shares of Common Stock from Buck Holdings, L.P. (the "Stock Repurchase") at $44.00562 per share, which represents the $45.25 Secondary Offering price per share of Common Stock, less the underwriting discount of $1.244380 per share of Common Stock.
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 of GSGroup.
GS Group also may be deemed to beneficially own 1,038 restricted stock units that were granted to Adrian M. Jones in hiscapacity as a director of the Company pursuant to the Plan on May 25, 2011. The restricted stock units represent acontingent right to receive shares of Common Stock upon vesting. The shares vest in three equal annual installments of 331/3% beginning on May 25, 2012. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for thebenefit of GS Group.
As of April 2, 2012, as a result of the Secondary Offering, the exercise of the Over-Allotment Option and the StockRepurchase, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 31,703,228 shares of Common Stock byreason of the indirect beneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemedto beneficially own indirectly 31,703,228 shares of Common Stock by reason of the direct beneficial ownership of such sharesby Buck Holdings, L.P., a limited partnership whose general partner is Buck Holdings, LLC.
As of April 2, 2012, as a result of the Secondary Offering, the exercise of the Over-Allotment Option and the StockRepurchase, GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 11,715,695shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, andits general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 9,744,703 shares of Common Stock byreason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GSAdvisors, may be deemed to beneficially own indirectly 3,221,616 shares of Common Stock by reason of the direct beneficialownership of Common Stock by Buck Holdings, L.P.; (continued in footnote 10)
GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 416,375 shares of Common Stockby reason 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 1,768,191 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 3,515,679 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 1,320,969 shares of CommonStock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.
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.
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.