SEC FORM 4

SEC Form 4

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

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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^*

BULEY BERYL J

(Last)

(First)

(Middle)

100 MISSION RIDGE

(Street)

GOODLETTSVILLE

37072

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [ DG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Division President

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)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/06/2007		D		5,395	D	$22	0	D
Common Stock	07/06/2007		D		2,100	D	$22	0	I	by Spouse
Common Stock	07/06/2007		D		381	D	$22	0	I	by 401(k)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	$22	07/06/2007		D			36,855.23	⁽¹⁾	⁽¹⁾	Common Stock	36,855.23⁽²⁾	$22⁽³⁾	0	D
Employee Stock Option (right to buy)	$16.94	07/06/2007		D			100,000	⁽⁴⁾	01/24/2016	Common Stock	100,000	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$17.54	07/06/2007		D			55,800	⁽⁴⁾	03/16/2016	Common Stock	55,800	⁽⁵⁾	0	D
Employee Stock Option (right to buy)	$21.25	07/06/2007		D			39,883	⁽⁴⁾	03/23/2017	Common Stock	39,883	$0.75⁽⁶⁾⁽⁷⁾	0	D

Explanation of Responses:

1. Immediately before the effective time of the merger, all unvested Restricted Stock Units became fully vested and immediately exercisable.

2. Includes 36,476 Restricted Stock Units that were scheduled to vest as follows: 16,800 units in two equal annual installments beginning on January 24, 2008; 5,600 units in two equal annual installments beginning on March 16, 2008; and 14,076 units in three equal annual installments beginning March 23, 2008.

3. The Restricted Stock Units were cashed out in the merger for $22 per Restricted Stock Unit on a 1-for-1 basis.

4. Immediately before the effective time of the merger, all unvested options became fully vested and fully exercisable.

5. This option was assumed by the surviving corporation in the merger and replaced with a new option with an exercise price of $3.75 for that number of shares so that the difference between $22.00 and the exercise price of the old option, multiplied by the number of shares subject to the old option, is equal to the difference between $22.00 and $3.75, multiplied by the number of shares subject to the new option.

6. This option, granted March 23, 2007 and scheduled to vest in four equal annual installments beginning on March 23, 2008, was cancelled in the merger in exchange for a cash payment of $29,912.25, representing the difference between the exercise price of the option and the $22 per share merger consideration.

7. The price of the option is the difference between the $22 per share merger consideration and the exercise price.

	/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.
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