DOLLAR GENERAL CORP — Director's Dealing 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: DOLLAR GENERAL CORP (DG)
CIK: 0000029534
Period of Report: 2011-05-25

Reporting Person: Goldman Sachs DGC Investors LP (10% Owner)
Reporting Person: GOLDMAN SACHS DGC INVESTORS OFFSHORE HOLDINGS, L.P. (10% Owner)
Reporting Person: GS DGC ADVISORS, L.L.C. (10% Owner)
Reporting Person: GS DGC OFFSHORE ADVISORS, INC. (10% Owner)
Reporting Person: GSUIG, L.L.C. (10% Owner)

Non-Derivative Transactions

Derivative Transactions

Holdings (Derivative)

Footnotes

F1: This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS
Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital
Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), Goldman Sachs DGC
Investors, L.P. ("GS DGC"), Goldman Sachs DGC Investors Offshore Holdings, L.P. ("GS DGC Offshore" and, together with GS
Capital, GS Offshore, GS Parallel, GS Germany, and GS DGC, the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together with
the GS Funds, the "Investing Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C.
("GSCP Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors") (continued in footnote 2),

F2: Goldman, Sachs Management GP GmbH ("GS GmbH"), GS DGC Advisors, L.L.C. ("GS DGC Advisors") and GS DGC Offshore Advisors,
Inc. ("GS DGC Offshore Advisors", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, GS DGC
Advisors, the Investing Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system's
limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Each Reporting Person
disclaims beneficial ownership of the securities reported herin except to the extent of its pecuniary interest therein.
Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds. Affiliates
of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or investment manager of
the GS Funds. GSUIG is a wholly-owned subsidiary of GS Group.

F3: Pursuant to the Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and Its
Affiliates (the "Plan"), 1,038 restricted stock units, which represent a contingent right to receive shares of common stock,
par value $0.875 per share (the "Common Stock"), upon vesting, were granted to Adrian M. Jones, a managing director of
Goldman Sachs, in his capacity as a director of Dollar General Corporation (the "Company"). These shares vest in three
annual installments of 33 1/3% beginning on May 25, 2012. GS Group may be deemed to beneficially own the 1,038 restricted
stock units that were granted to Mr. Jones on May 25, 2011. Mr. Jones has an understanding with GS Group pursuant to which
he holds such shares for the benefit of GS Group.

F4: GS Group also may be deemed to beneficially own 1,525 restricted stock units that were granted to Adrian M. Jones in his
capacity as a director of the Company pursuant to the Plan on November 18, 2009. The restricted stock units represent a
contingent right to receive shares of Common Stock upon vesting and vest in three equal installments on each of the
Company's first, second, and third annual shareholders' meetings immediately following the grant date, which was November
18, 2009. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.

F5: GS Group and Goldman Sachs may be deemed to beneficially own indirectly 52,474,940 shares of Common Stock by reason of the
indirect beneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemed to beneficially
own indirectly 52,474,940 shares of Common Stock by reason of the direct beneficial ownership of such shares by Buck
Holdings, L.P., a limited partnership whose general partner is Buck Holdings, LLC. The membership interests of Buck
Holdings, LLC are held by a private investor group, which includes the Investing Entities.

F6: GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 19,391,727 shares of Common
Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, and its general
partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 16,129,357 shares of Common Stock by reason of
the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GS Advisors,
may be deemed to beneficially own indirectly 5,332,395 shares of Common Stock by reason of the direct beneficial ownership
of Common Stock by Buck Holdings, L.P.; (continued in footnote 7)

F7: GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 689,182 shares of Common Stock by
reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC, and its general partner, GS DGC
Advisors, may be deemed to beneficially own indirectly 2,926,695 shares of Common Stock by reason of the direct beneficial
ownership of Common Stock by Buck Holdings, L.P.; GS DGC Offshore, and its general partner, GS DGC Offshore Advisors, may be
deemed to beneficially own indirectly 5,819,128 shares of Common Stock by reason of the direct beneficial ownership of
Common Stock by Buck Holdings, L.P.; and GSUIG may be deemed to beneficially own indirectly 2,186,456 shares of Common Stock
by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.

F8: Pursuant to the Plan, Adrian M. Jones was granted options to purchase 3,194 shares of Common Stock on May 25, 2011. The
options vest in four annual installments of 25% beginning on May 25, 2012. GS Group may be deemed to beneficially own the
options to purchase 3,194 shares of Common Stock that were granted to Mr. Jones on May 25, 2011 pursuant to the Plan. Mr.
Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.

F9: Pursuant to the Plan, Adrian M. Jones was granted options to purchase 5,549 shares of Common Stock on November 18, 2009. The
options vest in four annual installments of 25% beginning November 18, 2010. GS Group may be deemed to beneficially own the
options to purchase 5,549 shares of Common Stock that were granted to Mr. Jones on November 18, 2009 pursuant to the Plan.
Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.