0000769993-11-000676.txt : 20111214
0000769993-11-000676.hdr.sgml : 20111214
20111214171214
ACCESSION NUMBER: 0000769993-11-000676
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111212
FILED AS OF DATE: 20111214
DATE AS OF CHANGE: 20111214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Jones Adrian M
CENTRAL INDEX KEY: 0001359316
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261685
MAIL ADDRESS:
STREET 1: C/O GOLDMAN, SACHS & CO.
STREET 2: 85 BROAD STREET
CITY: NEW YORK
STATE: NY
ZIP: 10004
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
4
1
dg420111212amj_ex.xml
X0304
4
2011-12-12
0
0000029534
DOLLAR GENERAL CORP
DG
0001359316
Jones Adrian M
C/O GOLDMAN, SACHS & CO.
200 WEST STREET
NEW YORK
NY
10282
1
0
0
0
Common Stock
2011-12-12
4
S
0
6059441
37.635
D
40354251
I
See Footnotes
Common Stock
2011-12-12
4
J
0
1065912
37.635
D
39288339
I
See Footnotes
Director Stock Option (right to buy)
22.55
2019-11-18
Common Stock
5549
5549
I
See footnotes
Director Stock Option (right to buy)
33.16
2021-05-25
Common Stock
3194
3194
I
See footnotes
The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned
subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the
securities reported herein except to the extent of his pecuniary interest therein, if any.
In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.875 per share (the "Common
Stock"), of Dollar General Corporation (the "Company") by certain selling shareholders pursuant to an underwriting agreement
(the "Underwriting Agreement") and final prospectus supplement, each dated December 6, 2011, Buck Holdings, L.P., as a
selling shareholder, sold 24,194,138 shares of Common Stock of the Company. The Secondary Offering closed on December 12,
2011. Buck Holdings, L.P. is a limited partnership whose general partner is Buck Holdings, LLC. The membership interests of
Buck Holdings, LLC are held by a private investor group, which includes certain investment partnerships (the "GS Funds") and
GSUIG, L.L.C. ("GSUIG", and together with the GS Funds, the "Investing Entities").
Pursuant to the Underwriting Agreement and in connection with the Secondary Offering, the underwriters exercised their option
(the "Over-Allotment Option") to purchase additional shares of Common Stock from certain of the selling shareholders.
Goldman Sachs is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closed
simultaneously with the Secondary Offering on December 12, 2011. Buck Holdings, L.P. sold an additional 3,750,000 shares of
Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
In connection with the Common Stock repurchase program authorized by the Company on November 30, 2011, the Company entered
into a share repurchase agreement with Buck Holdings, L.P. on December 4, 2011 (the "Share Repurchase Agreement"). Pursuant
to the Share Repurchase Agreement, the Company repurchased, concurrently with the Secondary Offering, 4,915,637 shares of
Common Stock from Buck Holdings, L.P. (the "Stock Repurchase").
This amount represents the $39.00 Secondary Offering price per share of Common Stock, less the underwriting discount of
$1.365 per share of Common Stock.
GS Group may be deemed to beneficially own 1,525 restricted stock units that were granted to Adrian M. Jones, a managing
director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Amended and Restated 2007 Stock
Incentive Plan for Key Employees of Dollar General Corporation and Its Affiliates (the "Plan"). The restricted stock units
represent a contingent right to receive shares of Common Stock upon vesting and vest in three equal installments on each of
the Company's first, second, and third annual shareholders' meetings immediately following the grant date, which was
November 18, 2009. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS
Group.
GS Group also may be deemed to beneficially own 1,038 restricted stock units that were granted to Adrian M. Jones in his
capacity as a director of the Company on May 25, 2011. The restricted stock units represent a contingent right to receive
shares of Common Stock upon vesting. The shares vest in three equal annual installments of 33 1/3% beginning on May 25,
2012. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
As of December 12, 2011, as a result of the Secondary Offering, the exercise of the Over-Allotment Option and the Stock
Repurchase, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 39,285,776 shares of Common Stock by
reason of the indirect beneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemed
to beneficially own indirectly 39,285,776 shares of Common Stock by reason of the direct beneficial ownership of such shares
by Buck Holdings, L.P., a limited partnership whose general partner is Buck Holdings, LLC. Each of Goldman Sachs and GS
Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest
therein.
Pursuant to the Plan, Adrian M. Jones was granted options to purchase 5,549 shares of Common Stock on November 18, 2009. The
options vest in four annual installments of 25% beginning November 18, 2010. GS Group may be deemed to beneficially own the
options to purchase 5,549 shares of Common Stock that were granted to Mr. Jones on November 18, 2009 pursuant to the Plan.
Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
Pursuant to the Plan, Adrian M. Jones was granted options to purchase 3,194 shares of Common Stock on May 25, 2011. The
options vest in four annual installments of 25% beginning on May 25, 2012. GS Group may be deemed to beneficially own the
options to purchase 3,194 shares of Common Stock that were granted to Mr. Jones on May 25, 2011 pursuant to the Plan. Mr.
Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14