amend4.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 4)*

FAMILY DOLLAR STORES, INC.

(Name of Issuer)

Common Stock, $0.10 par value

(Title of Class of Securities)

307000109

(CUSIP Number)

Brian L. Schorr, Esq.

Chief Legal Officer

Trian Fund Management, L.P.

280 Park Avenue, 41st Floor

New York, New York 10017

Tel. No.:(212) 451-3000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 25, 2013

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The Information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 307000109				Page 2 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Nelson Peltz
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 8,444,597
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,444,597
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,444,597
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.35%*
14	TYPE OF REPORTING PERSON IN

_______

* Calculated based on 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 2, 2013 (the “Form 10-Q”).

CUSIP NO. 307000109				Page 3 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Peter W. May
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 8,444,597
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,444,597
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,444,597
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.35%*
14	TYPE OF REPORTING PERSON IN

_______

* Calculated based on 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Form 10-Q.

CUSIP NO. 307000109				Page 4 of 15

1	NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Edward P. Garden
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 8,444,597
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,444,597
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,444,597
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[_]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.35%*
14	TYPE OF REPORTING PERSON IN

_______

* Calculated based on 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Form 10-Q.

CUSIP NO. 307000109				Page 5 of 15

1	NAME OF REPORTING PERSON Trian Fund Management, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454182
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 8,444,597
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,444,597
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,444,597
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.35%*
14	TYPE OF REPORTING PERSON PN, IA

_______

* Calculated based on 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Form 10-Q.

CUSIP NO. 307000109				Page 6 of 15

1	NAME OF REPORTING PERSON Trian Fund Management GP, LLC S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3454087
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 8,444,597
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 8,444,597
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,444,597
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[ ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.35%*
14	TYPE OF REPORTING PERSON OO

_______

* Calculated based on 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Form 10-Q.

CUSIP NO. 307000109				Page 7 of 15

1	NAME OF REPORTING PERSON Trian Partners, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3453988
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 1,485,605
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 1,485,605
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,485,605
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.29%*
14	TYPE OF REPORTING PERSON PN

_______

* Calculated based on 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Form 10-Q.

CUSIP NO. 307000109				Page 8 of 15

1	NAME OF REPORTING PERSON Trian Partners Master Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0468601
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 4,034,547
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 4,034,547
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,034,547
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.51%*
14	TYPE OF REPORTING PERSON PN

_______

* Calculated based on 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Form 10-Q.

CUSIP NO. 307000109				Page 9 of 15

1	NAME OF REPORTING PERSON Trian Partners Parallel Fund I, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 20-3694154
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 227,087
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 227,087
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 227,087
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.20%*
14	TYPE OF REPORTING PERSON PN

_______

* Calculated based on 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Form 10-Q.

CUSIP NO. 307000109				Page 10 of 15

1	NAME OF REPORTING PERSON Trian Partners Strategic Investment Fund, L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 37-1593120
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,586,102
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,586,102
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,586,102
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.25%*
14	TYPE OF REPORTING PERSON PN

_______

* Calculated based on 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Form 10-Q.

CUSIP NO. 307000109				Page 11 of 15

1	NAME OF REPORTING PERSON Trian Partners Master Fund (ERISA), L.P. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0682467
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) [X] (b) [_]
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)			[_]
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 108,164
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 108,164
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,164
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			[X]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.09%*
14	TYPE OF REPORTING PERSON PN

_______

* Calculated based on 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Form 10-Q.

CUSIP NO. 307000109

Page 12 of 15

This Amendment No. 4 (“Amendment No. 4”) relates to the Schedule 13D filed with the Securities and Exchange Commission on July 28, 2010 (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on February 15, 2011, as amended by Amendment No. 2 to the Schedule 13D filed on March 14, 2011, and as amended by Amendment No. 3 to the Schedule 13D filed on September 29, 2011 (as so amended, the “Statement”), relating to the Common Stock, $0.10 par value per share (the “Shares”), of Family Dollar Stores, Inc. a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is P.O. Box 1017, 10401 Monroe Road, Charlotte, NC 28201-1017.

Items 3 and 5 of the Statement are hereby amended and supplemented as follows:

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Statement is hereby amended and supplemented by the following:

In connection with Mr. Garden’s service on the Board of Directors of the Issuer, on January 19, 2012 and January 17, 2013, Mr. Garden received 1,363 Shares and 1,293 Shares, respectively, from the Issuer (the “Director Shares”) in accordance with the terms of the Family Dollar Stores, Inc. 2006 Incentive Plan Directors’ Share Awards Guidelines, which were adopted pursuant to the Family Dollar Stores, Inc. 2006 Incentive Plan. The Director Shares received by Mr. Garden on September 28, 2011 and January 19, 2012 were transferred by Mr. Garden to Trian Management, for no consideration, in October 2011 and October 2012, respectively, pursuant to the terms of the Director’s Fees Agreement (discussed in Item 6).

Item 5. Interest in Securities of the Issuer

(A) Item 5 (a) of the Statement is hereby amended and restated to read in its entirety as follows:

(a) As of 4:00 pm, New York City time, on April 25, 2013, the Filing Persons beneficially owned, in the aggregate, 8,444,597 Shares, representing approximately 7.35% of the Issuer’s outstanding Shares (based upon 114,953,124 shares of the Issuer’s Common Stock outstanding as of April 3, 2013, as reported in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended March 2, 2013 (the “Form 10-Q”)).

(B) Item 5 (b) of the Statement is hereby amended and restated to read in its entirety as follows:

(b) Each of Trian Onshore, Trian Offshore, Parallel Fund I, TPSIF, Trian ERISA and Trian Management beneficially and directly owns and has sole voting power and sole dispositive power with regard to 1,485,605, 4,034,547, 227,087, 2,586,102, 108,164 and 1,799 Shares, respectively, and Mr. Garden beneficially and directly owns and has sole voting power and sole dispositive power with regard to 1,293 Director Shares, except in each case, to the extent that other Filing Persons as described below may be deemed to have shared voting power and shared dispositive power with regard to such Shares.

Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships to Trian Onshore, Trian Offshore, Parallel Fund I, TPSIF and Trian ERISA (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares that Trian Onshore, Trian Offshore, Parallel Fund I, TPSIF and Trian ERISA directly and beneficially own. Each of Trian Management, Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.

CUSIP NO. 307000109

Page 13 of 15

Each of Trian Management, Trian Management GP, Nelson Peltz and Peter W. May, by virtue of the Director’s Fee Agreement (discussed in Item 6), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Director Shares that Edward P. Garden directly and beneficially owns. Each of Trian Management, Trian Management GP, Nelson Peltz and Peter W. May disclaims beneficial ownership of such Shares for all other purposes.

Each of Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden, by virtue of their relationships with Trian Management (discussed in Item 2), may be deemed to have shared voting power and shared dispositive power with regard to, and therefore may be deemed to beneficially own (as that term is defined in Rule 13d-3), the Shares that Trian Management directly and beneficially owns. Each of Trian Management GP, Nelson Peltz, Peter W. May and Edward P. Garden disclaims beneficial ownership of such Shares for all other purposes.

The following table sets forth all transactions with respect to the Shares effected during the past 60 days by any of the Filing Persons, inclusive of all transactions effected through 4:00 p.m., New York City time, on April 25, 2013. All such transactions in the table were effected in the open market. The prices set forth in the table do not include commissions.

Name	Date	Shares	Price	Type

Trian Partners Master Fund, L.P.	04/25/2013	396,922	63.5090	Sale

Trian Partners L.P.	04/25/2013	99,681	63.5090	Sale

Trian Partners Master Fund (ERISA), L.P.	04/25/2013	27,657	63.5090	Sale

CUSIP NO. 307000109

Page 14 of 15

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

	TRIAN FUND MANAGEMENT, L.P. By: Trian Fund Management GP, LLC, its general partner By: /s/EDWARD P. GARDEN Name: Edward P. Garden Title: Member
	TRIAN FUND MANAGEMENT GP, LLC By: /s/EDWARD P. GARDEN Name: Edward P. Garden Title: Member
	TRIAN PARTNERS, L.P. By: Trian Partners GP, L.P., its general partner By: Trian Partners General Partner, LLC, its general partner By: /s/EDWARD P. GARDEN Name: Edward P. Garden Title: Member
	TRIAN PARTNERS MASTER FUND, L.P. By: Trian Partners GP, L.P., its general partner By: Trian Partners General Partner, LLC, its general partner By: /s/EDWARD P. GARDEN Name: Edward P. Garden Title: Member

	TRIAN PARTNERS PARALLEL FUND I, L.P. By: Trian Partners Parallel Fund I General Partner, LLC, its general partner By: /s/EDWARD P. GARDEN Name: Edward P. Garden Title: Member
	TRIAN PARTNERS STRATEGIC INVESTMENT FUND, L.P. By: Trian Partners Strategic Investment Fund GP, L.P., its general partner By: Trian Partners Strategic Investment Fund General Partner, LLC, its general partner By: /s/EDWARD P. GARDEN Name: Edward P. Garden Title: Member
	TRIAN PARTNERS MASTER FUND (ERISA), L.P. By: Trian Partners (ERISA) GP, L.P., its managing general partner By: Trian Partners (ERISA) General Partner, LLC, its general partner By: /s/EDWARD P. GARDEN Name: Edward P. Garden Title: Member
	/s/NELSON PELTZ Nelson Peltz
	/s/PETER W. MAY Peter W. May
	/s/EDWARD P. GARDEN Edward P. Garden