Sec Form 4 Filing - Mantle Ridge LP @ DOLLAR TREE, INC. - 2022-12-09

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 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 Mantle Ridge LP 2. Issuer Name and Ticker or Trading Symbol DOLLAR TREE, INC. [ DLTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Director by deputization (Last) (First) (Middle) 712 FIFTH AVENUE, SUITE 17F 3. Date of Earliest Transaction (MM/DD/YY) 12/09/2022 (Street) NEW YORK, NY10019 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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

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 Call options on cash-settled forwards (right to buy) $ 55.8 12/09/2022 X 114,749 08/12/2021 02/13/2023 Common Stock 114,749 ( 5 ) 0 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 55.8 12/09/2022 X 114,749 12/13/2022 12/15/2025 Common Stock 114,749 ( 5 ) 114,749 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 55.8 12/09/2022 J 44,490 12/13/2022 12/15/2025 Common Stock 44,490 $ 143.91 70,259 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Call options on cash-settled forwards (right to buy) $ 55.94 12/09/2022 X 35,171 08/13/2021 02/13/2023 Common Stock 35,171 ( 5 ) 0 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 55.94 12/09/2022 X 35,171 12/13/2022 12/15/2025 Common Stock 35,171 ( 5 ) 35,171 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 55.94 12/09/2022 J 13,672 12/13/2022 12/15/2025 Common Stock 13,672 $ 143.91 21,499 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Call options on cash-settled forwards (right to buy) $ 56.06 12/09/2022 X 240,105 08/16/2021 02/16/2023 Common Stock 240,105 ( 5 ) 0 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 56.06 12/09/2022 X 240,105 12/13/2022 12/15/2025 Common Stock 240,105 ( 5 ) 240,105 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 56.06 12/09/2022 J 93,534 12/13/2022 12/15/2025 Common Stock 93,534 $ 143.91 146,571 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Call options on cash-settled forwards (right to buy) $ 55.29 12/09/2022 X 290,000 08/17/2021 02/17/2023 Common Stock 290,000 ( 5 ) 0 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 55.29 12/09/2022 X 290,000 12/13/2022 12/15/2025 Common Stock 290,000 ( 5 ) 290,000 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 55.29 12/09/2022 J 111,414 12/13/2022 12/15/2025 Common Stock 111,414 $ 143.91 178,586 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Call options on cash-settled forwards (right to buy) $ 55.88 12/09/2022 X 388,000 08/18/2021 02/21/2023 Common Stock 388,000 ( 5 ) 0 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 55.88 12/09/2022 X 388,000 12/13/2022 12/15/2025 Common Stock 388,000 ( 5 ) 388,000 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 55.88 12/09/2022 J 150,664 12/13/2022 12/15/2025 Common Stock 150,664 $ 143.91 237,336 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Call options on cash-settled forwards (right to buy) $ 55.61 12/09/2022 X 310,000 08/19/2021 02/21/2023 Common Stock 310,000 ( 5 ) 0 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 55.61 12/09/2022 X 310,000 12/13/2022 12/15/2025 Common Stock 310,000 ( 5 ) 310,000 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 55.61 12/09/2022 J 119,801 12/13/2022 12/15/2025 Common Stock 119,801 $ 143.91 190,199 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Call options on cash-settled forwards (right to buy) $ 56.09 12/09/2022 X 128,986 08/20/2021 02/21/2023 Common Stock 128,986 ( 5 ) 0 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 56.09 12/09/2022 X 128,986 12/13/2022 12/15/2025 Common Stock 128,986 ( 5 ) 128,986 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 ) Cash-settled forward contracts $ 56.09 12/09/2022 J 50,275 12/13/2022 12/15/2025 Common Stock 50,275 $ 143.91 78,711 I See footnotes( 1 )( 2 )( 3 )( 4 )( 5 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Mantle Ridge LP 712 FIFTH AVENUE, SUITE 17F NEW YORK, NY10019 Director by deputization MR Cobalt Advisor LLC 712 FIFTH AVENUE, SUITE 17F NEW YORK, NY10019 Director by deputizati on Hilal Paul C 712 FIFTH AVENUE, SUITE 17F NEW YORK, NY10019 X Signatures MANTLE RIDGE LP, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member 12/13/2022 Signature of Reporting Person Date MR COBALT ADVISOR LLC, By: Mantle Ridge LP, its sole member, By: Mantle Ridge GP LLC, its general partner, By: PCH MR Advisor Holdings LLC, its managing member, By: /s/ Paul C. Hilal, Paul C. Hilal, Sole Member 12/13/2022 Signature of Reporting Person Date /s/ Paul C. Hilal, Paul C. Hilal 12/13/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In addition to Mantle Ridge LP, a Delaware limited partnership ("Mantle Ridge"), this Form 4 is being filed jointly by MR Cobalt Advisor LLC, a Delaware limited liability company ("MR Cobalt"), and Paul C. Hilal, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as Mantle Ridge and may be deemed to have a pecuniary interest in securities reported on this Form 4 (the "Subject Securities"). All Subject Securities reported on this Form 4 are rounded up to the nearest whole share. ( 2 )MR Cobalt, a wholly owned subsidiary of Mantle Ridge, advises the accounts of MR Cobalt Offshore Fund AB Ltd, MR Cobalt Offshore Fund CB 01 Ltd and MR Cobalt Offshore Fund CB 02 Ltd, each a Cayman Islands exempted company (all such funds and their subsidiaries together, the "Mantle Ridge Funds"). ( 3 )MR Cobalt, as the investment adviser to the Mantle Ridge Funds, and Mantle Ridge, as the sole member of MR Cobalt, each may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934. By virtue of Paul C. Hilal's position as ultimately controlling MR Cobalt and Mantle Ridge, Paul C. Hilal may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a). Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. ( 4 )Paul C. Hilal is a member of the board of directors of the Issuer, and as a result, each of the other Reporting Persons may be directors by deputization for purposes of Section 16 of the Securities Exchange Act of 1934. ( 5 )In order to comply with a contractual commitment in one of the Mantle Ridge Funds, all of its CSF-Option Agreements were net settled into an equivalent net number of Cash Settled Forward Agreements. The terms of the CSF-Option Agreements and Cash Settled Forward Agreements are described in a prior Form 3 filing. These transactions were effected solely to the extent required to satisfy the pre-existing contractual commitment described above. This settlement transaction fully satisfies that commitment, and none of the other Mantle Ridge Funds have a similar commitment.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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