Ownership Submission
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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Flanigan 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)
EVP, Global Supply Chain
(Last)
(First)
(Middle)
100 MISSION RIDGE		 3. Date of Earliest Transaction (Month/Day/Year)
03/27/2013
(Street)

GOODLETTSVILLE, TN 37072		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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 03/27/2013   M   18,285 A $ 7.9975 34,037 D  
Common Stock 03/27/2013   M   4,571 A $ 12.1975 38,608 D  
Common Stock 03/27/2013   M   46,292 A $ 25.25 84,900 D  
Common Stock 03/27/2013   F   42,845.9286 D $ 50.95 42,054.0714 D  
Common Stock 03/27/2013   D   2.0714 D $ 50.95 42,052 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction 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
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy) $ 7.9975 03/27/2013   M     18,285   (1) 08/28/2018 Common Stock 18,285 $ 0 18,285 (2) D  
Employee Stock Option (Right to Buy) $ 12.1975 03/27/2013   M     4,571   (3) 05/28/2019 Common Stock 4,571 $ 0 4,571 (4) D  
Employee Stock Option (Right to Buy) $ 25.25 03/27/2013   M     46,292   (5) 03/24/2020 Common Stock 46,292 $ 0 28,170 (6) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Flanigan John W
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072		       EVP, Global Supply Chain  

Signatures

 /s/ John W. Flanigan   03/28/2013
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The number of securities reported in the first row of column 5 vested as to 2,254 shares on October 3, 2012, as to 1,555 shares on October 10, 2012, as to 1,371 shares on October 11, 2012, as to 457 shares on November 27, 2012, as to 365 shares on November 28, 2012, as to 823 shares on November 29, 2012, as to 1,920 shares on November 30, 2012, and as to 9,540 shares on February 1, 2013.
(2) The securities reported in the first row of column 9 represents unvested time-based options with the same exercise price and expiration date as the securities reported in the first row of column 5 that are scheduled to vest on May 27, 2013.
(3) The securities reported in the second row of column 5 vested as to 564 shares on October 3, 2012, as to 388 shares on October 10, 2012, as to 343 shares on October 11, 2012, as to 114 shares on November 27, 2012, as to 91 shares on November 28, 2012, as to 206 shares on November 29, 2012, as to 480 shares on November 30, 2012, and as to 2,385 shares on February 1, 2013.
(4) The number of securities reported in the second row of column 9 represents unvested time-based options with the same exercise price and expiration date as the securities reported in the second row of column 5 that are scheduled to vest on May 27, 2013.
(5) The securities reported in the third row of column 5 vested as to 12,263 shares on March 24, 2011, as to 12,440 shares on February 3, 2012, as to 12,440 shares on March 24, 2012, and as to 9,149 shares on February 1, 2013.
(6) The number of securities reported in the third row of column 9 represents (a) 12,439 unvested time-based options with the same exercise price and expiration date as the securities reported in the third row of column 5 that are scheduled to vest on March 24, 2014; and (b) 15,731 vested options.

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