FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

ZUAZO ANTONIO
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/16/2021 

3. Issuer Name and Ticker or Trading Symbol

DOLLAR GENERAL CORP [DG]
(Last)        (First)        (Middle)

100 MISSION RIDGE
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                          _____ 10% Owner
___X___ Officer (give title below)        _____ Other (specify below)
EVP, Global Supply Chain /
(Street)

GOODLETTSVILLE, TN 37072      

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed(MM/DD/YYYY)
 

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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 6647 (1)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy)  (2)3/18/2023 Common Stock 2999 $48.11 D  
Employee Stock Option (Right to Buy)  (3)3/18/2024 Common Stock 3034 $57.91 D  
Employee Stock Option (Right to Buy)  (4)3/17/2025 Common Stock 3583 $74.72 D  
Employee Stock Option (Right to Buy)  (5)3/16/2026 Common Stock 3588 $84.67 D  
Employee Stock Option (Right to Buy)  (6)3/22/2027 Common Stock 3230 $70.68 D  
Employee Stock Option (Right to Buy)  (7)3/21/2028 Common Stock 2594 $92.98 D  
Employee Stock Option (Right to Buy)  (8)8/28/2028 Common Stock 3526 $106.84 D  
Employee Stock Option (Right to Buy)  (9)3/20/2029 Common Stock 5377 $117.13 D  
Employee Stock Option (Right to Buy)  (10)3/17/2030 Common Stock 5423 $154.53 D  
Employee Stock Option (Right to Buy)  (11)3/16/2031 Common Stock 11574 $193.55 D  

Explanation of Responses:
(1) Includes 238 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2022, subject to certain forfeiture and accelerated vesting provisions; 384 RSUs that are scheduled to vest evenly on April 1, 2022 and April 1, 2023, subject to certain forfeiture and accelerated vesting provisions; 147 earned but unvested performance share units representing the right to receive shares of common stock upon vesting ("PSUs") that are scheduled to vest on April 1, 2022, subject to certain forfeiture and accelerated vesting provisions; and 578 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2022 and April 1, 2023, subject to certain forfeiture and accelerated vesting provisions.
(2) Vested as to 752 shares on March 18, 2014, as to 749 shares on March 18, 2015, as to 749 shares on March 18, 2016, and as to 749 shares on March 18, 2017.
(3) Vested as to 760 shares on March 18, 2015, as to 758 shares on March 18, 2016, as to 758 shares on March 18, 2017, and as to 758 shares on March 18, 2018.
(4) Vested as to 898 shares on April 1, 2016, as to 895 shares on April 1, 2017, as to 895 shares on April 1, 2018, and as to 895 shares on April 1, 2019.
(5) Vested as to 897 shares on April 1, 2017, as to 897 shares on April 1, 2018, as to 897 shares on April 1, 2019, and as to 897 shares on April 1, 2020.
(6) Vested as to 809 shares on April 1, 2018, as to 807 shares on April 1, 2019, as to 807 shares on April 1, 2020, and as to 807 shares on April 1, 2021.
(7) Vested as to 650 shares on April 1, 2019, as to 648 shares on April 1, 2020, and as to 648 shares on April 1, 2021. The remaining portion of the option is scheduled to vest as to the 648 shares on April 1, 2022, subject to certain forfeiture and accelerated vesting provisions.
(8) Vested as to 883 shares on August 28, 2019 and as to 881 shares on August 28, 2020. The remaining portion of the option is scheduled to vest as to 881 shares on August 28, 2021 and as to 881 shares on August 28, 2022, subject to certain forfeiture and accelerated vesting provisions.
(9) Vested as to 1,345 shares on April 1, 2020 and as to 1,344 shares on April 1, 2021. The remaining portion of the option is scheduled to vest as to 1,344 shares on April 1, 2022 and as to 1,344 shares on April 1, 2023, subject to certain forfeiture and accelerated vesting provisions.
(10) Vested as to 1,358 shares on April 1, 2021. The remaining portion of the option is scheduled to vest as to 1,355 shares on April 1, 2022, as to 1,355 shares on April 1, 2023 and as to 1,355 shares on April 1, 2024, subject to certain forfeiture and accelerated vesting provisions
(11) Vests in four annual installments of 25% beginning April 1, 2022, subject to certain forfeiture and accelerated vesting provisions.

Remarks:
Exhibit List: Exhibit 24--Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
ZUAZO ANTONIO
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072


EVP, Global Supply Chain

Signatures
/s/ Tony Zuazo4/20/2021
**Signature of Reporting PersonDate

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