Sec Form 3 Filing - Herrmann Tracey N @ DOLLAR GENERAL CORP - 2025-02-01

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
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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1. Name and Address of Reporting Person
Herrmann Tracey N
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, Store Operations
(Last) (First) (Middle)
100 MISSION RIDGE
3. Date of Earliest Transaction (MM/DD/YY)
02/01/2025
(Street)
GOODLETTSVILLE, TN37072
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 14,191 ( 1 ) D
Common Stock 1 I By Child
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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) $ 73.02 ( 2 ) 05/30/2027 Common Stock 6,000 D
Employee Stock Option (Right to Buy) $ 92.98 ( 3 ) 03/21/2028 Common Stock 6,583 D
Employee Stock Option (Right to Buy) $ 117.13 ( 4 ) 03/20/2029 Common Stock 5,617 D
Employee Stock Option (Right to Buy) $ 154.53 ( 5 ) 03/17/2030 Common Stock 5,200 D
Employee Stock Option (Right to Buy) $ 193.55 ( 6 ) 03/16/2031 Common Stock 4,745 D
Employee Stock Option (Right to Buy) $ 214.25 ( 7 ) 03/15/2032 Common Stock 5,278 D
Employee Stock Option (Right to Buy) $ 208.13 ( 8 ) 03/28/2033 Common Stock 4,007 D
Employee Stock Option (Right to Buy) $ 154.21 ( 9 ) 03/27/2034 Common Stock 11,708 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Herrmann Tracey N
100 MISSION RIDGE
GOODLETTSVILLE, TN37072
EVP, Store Operations
Signatures
/s/ Tracey N. Herrmann 02/10/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Includes 184 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on April 1, 2025, subject to certain forfeiture and accelerated vesting provisions; 368 RSUs that are scheduled to vest evenly on April 1, 2025 and April 1, 2026, subject to certain forfeiture and accelerated vesting provisions; 1,610 RSUs that are scheduled to vest evenly on April 1, 2025, April 1, 2026 and April 1, 2027, subject to certain forfeiture and accelerated vesting provisions; 4,184 RSUS that are scheduled to vest on November 4, 2026, subject to certain forfeiture and accelerated vesting provisions; and 142 earned but unvested performance share units representing the right to receive shares of common stock upon vesting that are scheduled to vest on April 1, 2025, subject to certain forfeiture and accelerated vesting provisions.
( 2 )Vested as to 1,298 shares on May 30, 2019 and as to 2,351 shares on each of May 30, 2020 and May 30, 2021.
( 3 )Vested as to 1,648 shares on April 1, 2019 and as to 1,645 shares on each of April 1, 2020, April 1, 2021 and April 1, 2022.
( 4 )Vested as to 1,405 shares on April 1, 2020 and as to 1,404 shares on each of April 1, 2021, April 1, 2022 and April 1, 2023.
( 5 )Vested as to 1,300 shares on each of April 1, 2021, April 1, 2022, April 1, 2023 and April 1, 2024.
( 6 )Vested as ato 1,187 shares on April 1, 2022 and as to 1,186 shares on each of April 1, 2023 and April 1, 2024. The remaining portion of the option is scheduled to vest as to 1,186 shares on April 1, 2025, subject to certain forfeiture and accelerated vesting provisions.
( 7 )Vested as to 1,321 shares on April 1, 2023 and as to 1,319 shares on April 1, 2024. The remaining portion of the option is scheduled to vest as to 1,319 shares on each of April 1, 2025 and April 1, 2026, subject to certain forfeiture and accelerated vesting provisions.
( 8 )Vested as to 1,004 shares on April 1, 2024. The remaining portion of the option is scheduled to vest as to 1,001 shares on each of April 1, 2025, April 1, 2026 and April 1, 2027, subject to certain forfeiture and accelerated vesting provisions.
( 9 )Vests in four annual installments of 25% beginning April 1, 2025, subject to certain forfeiture and accelerated vesting provisions.

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

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