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

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 *

BRYANT WARREN F
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. Date of Earliest Transaction (MM/DD/YYYY)

1/4/2023
(Street)

GOODLETTSVILLE, TN 37072
(City)        (State)        (Zip)
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

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. 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)
Code V Amount (A) or (D) Price
Common Stock 1/4/2023  M  3994 A$53.93 35381.4492 (1)D  
Common Stock 1/4/2023  M  4839 A$53.50 40220.4492 D  
Common Stock 1/4/2023  S  1951 D$243.9327 (2)38269.4492 D  

Table II - Derivative Securities 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 Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Director Stock Option (Right to Buy) $53.93 1/4/2023  M     3994   (3)5/29/2023 Common Stock 3994 $0 0 D  
Director Stock Option (Right to Buy) $53.50 1/4/2023  M     4839   (4)5/29/2024 Common Stock 4839 $0 0 D  

Explanation of Responses:
(1) Includes 12.6991 additional restricted stock units, which were acquired through exempt transactions as a result of dividend equivalent rights on July 19, 2022 and October 18, 2022, representing the right to receive shares of common stock upon vesting and/or payment.
(2) The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $243.74 to $244.06, inclusive. The reporting person undertakes to provide Dollar General Corporation, any security holder of Dollar General Corporation, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote to this Form 4.
(3) The option exercised vested as to 1,000 shares on May 29, 2014 and as to 998 shares on each of May 29, 2015, May 29, 2016 and May 29, 2017.
(4) The option exercised vested as to 1,212 shares on May 29, 2015 and as to 1,209 shares on each of May 29, 2016, May 29, 2017 and May 29, 2018.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
BRYANT WARREN F
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072
X



Signatures
/s/ Christine L. Connolly, Attorney-in-Fact1/5/2023
**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).
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