SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

TAYLOR EMILY C

(Last)

(First)

(Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE

37072

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/25/2020

3. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [ DG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & Chief Merchandising Ofc

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	9,339⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Employee Stock Option (Right to Buy)	⁽²⁾	03/16/2026	Common Stock	10,016	84.67	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/22/2027	Common Stock	4,508	70.68	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	03/21/2028	Common Stock	6,583	92.98	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	03/20/2029	Common Stock	5,617	117.13	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	03/17/2030	Common Stock	7,429	154.53	D

Explanation of Responses:

1. Includes 285 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions; 496 RSUs that are scheduled to vest evenly on April 1, 2021 and April 1, 2022, subject to certain forfeiture and accelerated vesting provisions; 791 RSUs that are scheduled to vest in three annual installments of 33 1/3% beginning on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions; 140 earned but unvested performance share units representing the right to receive shares of common stock upon vesting ("PSUs") that are scheduled to vest on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions; and 306 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2021 and April 1, 2022, subject to certain forfeiture and accelerated vesting provisions.

2. Vested as to 2,504 shares on April 1, 2017, as to 2,504 shares on April 1, 2018, as to 2,504 shares on April 1, 2019, and as to 2,504 shares on April 1, 2020.

3. Vested as to 2,254 shares on April 1, 2020. The remaining portion of the option is scheduled to vest as to the 2,254 shares on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions.

4. Vested as to 1,648 shares on April 1, 2019 and as to 1,645 shares on April 1, 2020. The remaining portion of the option is scheduled to vest as 1,645 shares on April 1, 2021 and as to 1,645 shares on April 1, 2022, subject to certain forfeiture and accelerated vesting provisions.

5. Vested as to 1,405 shares on April 1, 2020. The remaining portion of the option is scheduled to vest as to 1,404 shares on April 1, 2021, as to 1,404 shares on April 1, 2022 and as to 1,404 shares on April 1, 2023, subject to certain forfeiture and accelerated vesting provisions.

6. Vests in four annual installments of 25% beginning on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions.

Remarks:

Exhibit List: Exhibit 24--Power of Attorney

	/s/ Emily C. Taylor	10/02/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.