FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN 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 *

RHODES WILLIAM C III
2. Issuer Name and Ticker or Trading Symbol

DOLLAR GENERAL CORP [DG]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

100 MISSION RIDGE
3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
2/3/2023 
(Street)

GOODLETTSVILLE, TN 37072
4. 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
(City)        (State)        (Zip)
Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date2A. Deemed Execution Date, if any3. Trans. 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)
Amount(A) or (D)Price
Common Stock 11/21/2018  P4 (1)64 A$106.0812 12761 I By Trust 
Common Stock 3/25/2019  S4 (1)64 D$118.8200 12697 I By Trust 
Common Stock 8/3/2020  P4 (1)32 A$192.2532 12729 I By Trust 
Common Stock 9/8/2020  P4 34 A$193.3593 12763 I By Trust 
Common Stock 1/11/2021  S4 (1)29 D$216.0498 12734 I By Trust 
Common Stock 3/23/2021  S4 37 D$197.3444 12697 I By Trust 
Common Stock 12/13/2022  P 36 A$243.2461 12733 I By Trust 
Common Stock        34356.0612 (2)D  

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. 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
(MM/DD/YYYY)
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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) The reported transactions resulted in the reporting person's realization of a short-swing profit under Section 16(b) of the Securities Exchange Act of 1934 amounting to $1,550.44. The reporting person voluntarily repaid the full amount of this short-swing profit to the Issuer.
(2) Includes 1.7356 additional restricted stock units, which were acquired through exempt transactions as a result of dividend equivalent rights on January 17, 2023, representing the right to receive shares of common stock upon vesting and/or payment.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
RHODES WILLIAM C III
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072
X



Signatures
/s/ Bill Rhodes3/20/2023
**Signature of Reporting PersonDate


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 4(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.
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