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 *

Garratt John W
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)
Chief Financial Officer
(Last)          (First)          (Middle)

100 MISSION RIDGE
3. Date of Earliest Transaction (MM/DD/YYYY)

12/3/2021
(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 12/3/2021  M  12633 A$92.98 37440 D  
Common Stock 12/3/2021  M  10835 A$117.13 48275 D  
Common Stock 12/3/2021  M  5944 A$154.53 54219 D  
Common Stock 12/3/2021  S  23112 D$223.1959 (1)31107 D  
Common Stock 12/3/2021  S  6300 D$223.6979 (2)24807 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
Employee Stock Option (Right to Buy) $92.98 12/3/2021  M     12633   (3)3/21/2028 Common Stock 12633 $0 6877 (4)D  
Employee Stock Option (Right to Buy) $117.13 12/3/2021  M     10835   (5)3/20/2029 Common Stock 10835 $0 10832 (6)D  
Employee Stock Option (Right to Buy) $154.53 12/3/2021  M     5944  4/1/2021 3/17/2030 Common Stock 5944 $0 17829 (7)D  

Explanation of Responses:
(1) The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $222.58 to $223.575, 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.
(2) The reported price is a weighted average price. These shares were sold in multiple transactions ranging from $223.59 to $223.98, 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 vested as to 5,756 shares on April 1, 2020 and as to 6,877 shares on April 1, 2021.
(4) The number of securities reported in the first row of Column 9 represents 6,877 options that are scheduled to vest on April 1, 2022.
(5) The option vested as to 5,419 shares on April 1, 2020 and as to 5,416 shares on April 1, 2021.
(6) The number of securities reported in the second row of Column 9 represents 5,416 options that are scheduled to vest on each of April 1, 2022 and April 1, 2023.
(7) The number of securities reported in the third row of Column 9 represents 5,943 options that are scheduled to vest on each of April 1, 2022, April 1, 2023, and April 1, 2024.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Garratt John W
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072


Chief Financial Officer

Signatures
/s/ John Garratt12/7/2021
**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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