0001104659-12-080955.txt : 20121129 0001104659-12-080955.hdr.sgml : 20121129 20121129203240 ACCESSION NUMBER: 0001104659-12-080955 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20121127 FILED AS OF DATE: 20121129 DATE AS OF CHANGE: 20121129 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: DOLLAR GENERAL CORP CENTRAL INDEX KEY: 0000029534 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 610502302 STATE OF INCORPORATION: TN FISCAL YEAR END: 0201 BUSINESS ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 BUSINESS PHONE: 6158554000 MAIL ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 FORMER COMPANY: FORMER CONFORMED NAME: TURNER CAL DATE OF NAME CHANGE: 19710401 FORMER COMPANY: FORMER CONFORMED NAME: TURNER J L & SON INC DATE OF NAME CHANGE: 19710401 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Associates 2006 LP CENTRAL INDEX KEY: 0001432739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 121232989 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR 2006 GP LLC CENTRAL INDEX KEY: 0001432740 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 121232988 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR 2006 Fund L.P. CENTRAL INDEX KEY: 0001432741 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 121232990 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Fund Holdings L.P. CENTRAL INDEX KEY: 0001472698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 121232991 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 4 1 a4.xml 4 X0306 4 2012-11-27 0 0000029534 DOLLAR GENERAL CORP DG 0001472698 KKR Fund Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432741 KKR 2006 Fund L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432739 KKR Associates 2006 LP C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001432740 KKR 2006 GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.875 per share 2012-11-27 4 S 0 506092 49.73 D 23859937 I Held through Buck Holdings, L.P. and KKR 2006 Fund L.P. Common Stock, par value $0.875 per share 2012-11-27 4 S 0 82170 50.30 D 23777767 I Held through Buck Holdings, L.P. and KKR 2006 Fund L.P. Common Stock, par value $0.875 per share 2012-11-28 4 S 0 428969 49.60 D 23348798 I Held through Buck Holdings, L.P. and KKR 2006 Fund L.P. Common Stock, par value $0.875 per share 2012-11-27 4 S 0 106801 49.73 D 5035165 I Held through Buck Holdings, L.P. and KKR PEI Investments, L.P. Common Stock, par value $0.875 per share 2012-11-27 4 S 0 17340 50.30 D 5017825 I Held through Buck Holdings, L.P. and KKR PEI Investments, L.P. Common Stock, par value $0.875 per share 2012-11-28 4 S 0 90525 49.60 D 4927300 I Held through Buck Holdings, L.P. and KKR PEI Investments, L.P. Common Stock, par value $0.875 per share 2012-11-27 4 S 0 17568 49.73 D 828236 I Held through Buck Holdings, L.P. and 8 North America Investors L.P. Common Stock, par value $0.875 per share 2012-11-27 4 S 0 2852 50.30 D 825384 I Held through Buck Holdings, L.P. and 8 North America Investors L.P. Common Stock, par value $0.875 per share 2012-11-28 4 S 0 14891 49.60 D 810493 I Held through Buck Holdings, L.P. and 8 North America Investors L.P. Common Stock, par value $0.875 per share 2012-11-27 4 S 0 75144 49.73 D 3542671 I Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, L.P. Common Stock, par value $0.875 per share 2012-11-27 4 S 0 12200 50.30 D 3530471 I Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, L.P. Common Stock, par value $0.875 per share 2012-11-28 4 S 0 63692 49.60 D 3446779 I Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, L.P. Common Stock, par value $0.875 per share 2012-11-27 4 S 0 11753 49.73 D 554091 I Held through Buck Holdings, L.P. and KKR Partners III, L.P. Common Stock, par value $0.875 per share 2012-11-27 4 S 0 1908 50.30 D 552183 I Held through Buck Holdings, L.P. and KKR Partners III, L.P. Common Stock, par value $0.875 per share 2012-11-28 4 S 0 9962 49.60 D 542221 I Held through Buck Holdings, L.P. and KKR Partners III, L.P. Sales made pursuant to a Rule 10b5-1 sales plan entered into on October 8, 2012, which plan provides for sales by Buck Holdings, L.P. in an amount up to 12,169,000 shares based upon applicable volume limitations. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.15 to $50.14, inclusive. The reporting person undertakes to provide to the Issuer any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (2) through (4) to this Form 4. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $50.145 to $50.55, inclusive. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $49.50 to $49.84, inclusive. Buck Holdings, L.P. directly holds all of the shares of Common Stock reported herein. Buck Holdings, LLC is the general partner of Buck Holdings, L.P. The membership interests of Buck Holdings, LLC are held by a private investor group, including affiliates of Kohlberg Kravis Roberts & Co. L.P., Goldman, Sachs & Co. and other equity investors. KKR 2006 Fund L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. KKR PEI Investments, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P. 8 North America Investor L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P. Buck Holdings Co-Invest, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. Buck Holdings Co-Invest GP, LLC is the sole general partner of Buck Holdings Co-Invest, LP, and the managing member of Buck Holdings Co-Invest GP, LLC is KKR Associates 2006 L.P. The sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts. KKR Partners III, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR Partners III, L.P.is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Kravis and Roberts. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC and Messrs. Kravis and Roberts have filed a separate Form 4. (14) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC, the sole general partner of KKR Associates 2006 L.P., the sole general partner of KKR 2006 Fund L.P. (15) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC, the sole general partner of KKR Associates 2006 L.P. (16) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC. (17) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P. /s/ Richard J. Kreider, KKR 2006 Fund L.P. (14) 2012-11-29 /s/ Richard J. Kreider, KKR Associates 2006 L.P. (15) 2012-11-29 /s/ Richard J. Kreider, KKR 2006 GP LLC (16) 2012-11-29 /s/ Richard J. Kreider, KKR Fund Holdings L.P. (17) 2012-11-29