FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [ DG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 07/06/2007 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/06/2007 | D | 1,000 | D | $22 | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $22 | 07/06/2007 | D | 18,715.62 | (1) | (1) | Common Stock | 18,715.62(2) | $22(3) | 0 | D | ||||
Stock Option (right to buy) | $10.48 | 07/06/2007 | D | 5,726 | (4) | 03/13/2013 | Common Stock | 5,726 | $11.52(5)(6) | 0 | D | ||||
Stock Option (right to buy) | $15.37 | 07/06/2007 | D | 3,904 | (4) | 03/18/2012 | Common Stock | 3,904 | $6.63(6)(7) | 0 | D | ||||
Stock Option (right to buy) | $19.55 | 07/06/2007 | D | 3,150 | (4) | 02/26/2011 | Common Stock | 3,150 | $2.45(6)(8) | 0 | D |
Explanation of Responses: |
1. Immediately before the effective time of merger, all unvested Restricted Stock Units became fully vested and immediately exercisable. |
2. Includes 4,600 Restricted Stock Units that were scheduled to vest on June 5, 2008. |
3. The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a one-for-one basis. |
4. Immediately before the effective time of merger, all unvested options became fully vested and immediately exercisable. |
5. This option, granted March 13, 2003 and vested on March 13, 2004, was cancelled in the merger in exchange for a cash payment of $65,963.52, representing the difference between the exercise price of the option and the $22 per share merger consideration. |
6. The price of the option is the difference between the $22 per share merger consideration and the exercise price. |
7. This option, granted March 18, 2002 and vested on March 18, 2003, was cancelled in the merger in exchange for a cash payment of $25,883.52, representing the difference between the exercise price of the option and the $22 per share merger consideration. |
8. This option, granted February 26, 2001 and vested on February 26, 2002, was cancelled in the merger in exchange for a cash payment of $7,717.50, representing the difference between the exercise price of the option and the $22 per share merger consideration. |
/s/ Susan S. Lanigan, by Power of Attorney | 07/10/2007 | |
** 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 4 (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. |