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 *

REARDON KATHLEEN A

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/28/2019 

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)
SVP & Chief People Officer /

(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   1852   (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 Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)     (2) 3/17/2025   Common Stock   3583   $74.72   D  
 
Employee Stock Option (Right to Buy)     (3) 3/16/2026   Common Stock   3588   $84.67   D  
 
Employee Stock Option (Right to Buy)     (4) 3/22/2027   Common Stock   3553   $70.68   D  
 
Employee Stock Option (Right to Buy)     (5) 3/21/2028   Common Stock   2594   $92.98   D  
 
Employee Stock Option (Right to Buy)     (6) 3/20/2029   Common Stock   5377   $117.13   D  
 

Explanation of Responses:
(1)  Includes 147 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions; 224 RSUs that are scheduled to vest evenly on April 1, 2020 and April 1, 2021, subject to certain forfeiture and accelerated vesting provisions; 714 RSUs that are scheduled to vest in three annual installments of 33 1/3% beginning on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions; 80 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, 2020, subject to certain forfeiture and accelerated vesting provisions; and 110 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2020 and April 1, 2021, subject to certain forfeiture and accelerated vesting provisions.
(2)  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.
(3)  Vested as to 897 shares on April 1, 2017, as to 897 shares on April 1, 2018, and as to 897 shares on April 1, 2019. The remaining portion of the option is scheduled to vest as to the 897 shares on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions.
(4)  Vested as to 889 shares on April 1, 2018 and as to 888 shares on April 1, 2019. The remaining portion of the option is scheduled to vest as to 888 shares on April 1, 2020 and as to 888 shares on April 1, 2021, subject to certain forfeiture and accelerated vesting provisions.
(5)  Vested as to 650 shares on April 1, 2019. The remaining portion of the option is scheduled to vest as to the 1,944 shares in three annual installments of 33 1/3% beginning on April 1, 2020, subject to certain forfeiture and accelerated vesting provisions.
(6)  Vests in four annual installments of 25% beginning of April 1, 2020, subject to certain forfeiture and accelerated vesting provisions.

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

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
REARDON KATHLEEN A
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072


SVP & Chief People Officer

Signatures
/s/ Kathleen A. Reardon 6/5/2019
** 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 5(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 control number.

POWER OF ATTORNEY



Know all by these presents, that the undersigned hereby constitutes and

appoints each of Rhonda M. Taylor and Christine L. Connolly, each of whom may act

individually, the undersigned's true and lawful attorney-in-fact to:



(1) execute for and on behalf of the undersigned, in the undersigned's capacity

as an officer and/or director of Dollar General Corporation (the "Company"),

Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities Exchange

Act of 1934 and the rules thereunder;



(2) do and perform any and all acts for and on behalf of the undersigned which

may be necessary or desirable to complete and execute any such Form 3, 4 or 5

and timely file such form with the United States Securities and Exchange Commission

("SEC") and any stock exchange or similar authority;



(3) complete, execute and file a Form ID or such other document or documents as

may be required from time to time by the SEC to enable the filing of such Form 3,

4 or 5; and



(4) take any other action of any type whatsoever in connection with the

foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,

in the best interest of, or legally required by, the undersigned, it being

understood that the documents executed by such attorney-in-fact on behalf of

the undersigned pursuant to this Power of Attorney shall be in such form and

shall contain such terms and conditions as such attorney-in-fact may approve in

such attorney-in-fact's discretion.



The undersigned hereby grants to each such attorney-in-fact full power and

authority to do and perform any and every act and thing whatsoever requisite,

necessary or proper to be done in the exercise of any of the rights and powers

herein granted, as fully to all intents and purposes as the undersigned might

or could do if personally present, with full power of substitution or

revocation, hereby ratifying and confirming all that such attorney-in-fact, or

such attorney-in-fact's substitute or substitutes, shall lawfully do or cause

to be done by virtue of this Power of Attorney and the rights and powers herein

granted.  The undersigned acknowledges that each of the foregoing attorneys-in-fact,

in serving in such capacity at the request of the undersigned, is not

assuming, nor is the Company assuming, any of the undersigned's

responsibilities to comply with Section 16 of the Securities Exchange Act of

1934.



This Power of Attorney shall remain in full force and effect until the

undersigned is no longer required to file Forms 3, 4 and 5 with respect to

the undersigned's holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in a signed writing

delivered to the foregoing attorneys-in-fact.



IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be

executed as of this 8th day of April 2019.





/s/ Kathleen Reardon



Kathleen A. Reardon