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

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

ZUAZO ANTONIO

(Last)

(First)

(Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE

37072

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/16/2021

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, Global Supply Chain

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	6,647⁽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⁾	03/18/2023	Common Stock	2,999	48.11	D
Employee Stock Option (Right to Buy)	⁽³⁾	03/18/2024	Common Stock	3,034	57.91	D
Employee Stock Option (Right to Buy)	⁽⁴⁾	03/17/2025	Common Stock	3,583	74.72	D
Employee Stock Option (Right to Buy)	⁽⁵⁾	03/16/2026	Common Stock	3,588	84.67	D
Employee Stock Option (Right to Buy)	⁽⁶⁾	03/22/2027	Common Stock	3,230	70.68	D
Employee Stock Option (Right to Buy)	⁽⁷⁾	03/21/2028	Common Stock	2,594	92.98	D
Employee Stock Option (Right to Buy)	⁽⁸⁾	08/28/2028	Common Stock	3,526	106.84	D
Employee Stock Option (Right to Buy)	⁽⁹⁾	03/20/2029	Common Stock	5,377	117.13	D
Employee Stock Option (Right to Buy)	⁽¹⁰⁾	03/17/2030	Common Stock	5,423	154.53	D
Employee Stock Option (Right to Buy)	⁽¹¹⁾	03/16/2031	Common Stock	11,574	193.55	D

Explanation of Responses:

1. Includes 238 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2022, subject to certain forfeiture and accelerated vesting provisions; 384 RSUs that are scheduled to vest evenly on April 1, 2022 and April 1, 2023, subject to certain forfeiture and accelerated vesting provisions; 147 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, 2022, subject to certain forfeiture and accelerated vesting provisions; and 578 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2022 and April 1, 2023, subject to certain forfeiture and accelerated vesting provisions.

2. Vested as to 752 shares on March 18, 2014, as to 749 shares on March 18, 2015, as to 749 shares on March 18, 2016, and as to 749 shares on March 18, 2017.

3. Vested as to 760 shares on March 18, 2015, as to 758 shares on March 18, 2016, as to 758 shares on March 18, 2017, and as to 758 shares on March 18, 2018.

4. Vested as to 898 shares on April 1, 2016, as to 895 shares on April 1, 2017, as to 895 shares on April 1, 2018, and as to 895 shares on April 1, 2019.

5. Vested as to 897 shares on April 1, 2017, as to 897 shares on April 1, 2018, as to 897 shares on April 1, 2019, and as to 897 shares on April 1, 2020.

6. Vested as to 809 shares on April 1, 2018, as to 807 shares on April 1, 2019, as to 807 shares on April 1, 2020, and as to 807 shares on April 1, 2021.

7. Vested as to 650 shares on April 1, 2019, as to 648 shares on April 1, 2020, and as to 648 shares on April 1, 2021. The remaining portion of the option is scheduled to vest as to the 648 shares on April 1, 2022, subject to certain forfeiture and accelerated vesting provisions.

8. Vested as to 883 shares on August 28, 2019 and as to 881 shares on August 28, 2020. The remaining portion of the option is scheduled to vest as to 881 shares on August 28, 2021 and as to 881 shares on August 28, 2022, subject to certain forfeiture and accelerated vesting provisions.

9. Vested as to 1,345 shares on April 1, 2020 and as to 1,344 shares on April 1, 2021. The remaining portion of the option is scheduled to vest as to 1,344 shares on April 1, 2022 and as to 1,344 shares on April 1, 2023, subject to certain forfeiture and accelerated vesting provisions.

10. Vested as to 1,358 shares on April 1, 2021. The remaining portion of the option is scheduled to vest as to 1,355 shares on April 1, 2022, as to 1,355 shares on April 1, 2023 and as to 1,355 shares on April 1, 2024, subject to certain forfeiture and accelerated vesting provisions

11. Vests in four annual installments of 25% beginning April 1, 2022, subject to certain forfeiture and accelerated vesting provisions.

Remarks:

Exhibit List: Exhibit 24--Power of Attorney

	/s/ Tony Zuazo	04/20/2021
	** 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.