Filing Details

Accession Number:
0000769993-11-000602
Form Type:
4
Zero Holdings:
No
Publication Time:
2011-09-16 18:29:20
Reporting Period:
2011-09-14
Filing Date:
2011-09-16
Accepted Time:
2011-09-16 18:29:20
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
29534 Dollar General Corp DG Retail-Variety Stores (5331) 610502302
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
1405653 Goldman Sachs Dgc Investors Lp 200 West Street
New York NY 10282
No No Yes No
1472038 Goldman Sachs Dgc Investors Offshore Holdings, L.p. 200 West Street
New York NY 10282
No No Yes No
1472040 Gs Dgc Advisors, L.l.c. 200 West Street
New York NY 10282
No No Yes No
1472041 Gs Dgc Offshore Advisors, Inc. 200 West Street
New York NY 10282
No No Yes No
1472042 Gsuig, L.l.c. 200 West Street
New York NY 10282
No No Yes No
Reported Non-Derivative Transactions
Sec. Name Acquisiton - Disposition Date Amount Price Remaning Holdings Equity Swap Involved Form Type Code Nature of Ownership Explanation
Common Stock Disposition 2011-09-14 6,063,811 $33.71 46,413,692 No 4 S Indirect See Footnotes
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect See Footnotes
Reported Derivative Holdings
Sec. Name Sec. Type Price Date Expiration Date Amount Remaning Holdings Nature of Ownership
Common Stock Director Stock Option (right to buy) $22.55 2019-11-18 5,549 5,549 Indirect
Common Stock Director Stock Option (right to buy) $33.16 2021-05-25 3,194 3,194 Indirect
Expiration Date Amount Remaning Holdings Nature of Ownership
2019-11-18 5,549 5,549 Indirect
2021-05-25 3,194 3,194 Indirect
Footnotes
  1. This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCapital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS CapitalPartners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), Goldman Sachs DGCInvestors, L.P. ("GS DGC"), Goldman Sachs DGC Investors Offshore Holdings, L.P. ("GS DGC Offshore" and, together with GSCapital, GS Offshore, GS Parallel, GS Germany, and GS DGC, the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together withthe 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),
  2. 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 DGCAdvisors, the Investing Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system'slimitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Each Reporting Persondisclaims beneficial ownership of the securities reported herein 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. Affiliatesof Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or investment manager ofthe GS Funds. GSUIG is a wholly-owned subsidiary of GS Group.
  3. In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.875 per share (the "Common Stock"), of Dollar General Corporation (the "Company") by certain selling shareholders pursuant to an underwriting agreement (the "Underwriting Agreement") and final prospectus supplement, each dated September 8, 2011, Buck Holdings, L.P., as a selling shareholder, sold 24,214,291 shares of Common Stock of the Company at $33.7075 per share, which represents the $34.75 Secondary Offering price per share of Common Stock, less the underwriting discount of $1.0425 per share of Common Stock. The Secondary Offering closed on September 14, 2011. Buck Holdings, L.P. is 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.
  4. Pursuant to the Underwriting Agreement and in connection with the Secondary Offering, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from certain of the selling shareholders. Goldman Sachs is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closed simultaneously with the Secondary Offering on September 14, 2011. Buck Holdings, L.P. sold an additional 3,750,000 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
  5. GS Group may be deemed to beneficially own 1,525 restricted stock units that were granted to Adrian M. Jones, a managing director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and Its Affiliates (the "Plan"). 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.
  6. GS Group also may be deemed to beneficially own 1,038 restricted stock units that were granted to Adrian M. Jones in his capacity as a director of the Company on May 25, 2011. The restricted stock units represent a contingent right to receive shares of Common Stock upon vesting. The shares vest in three equal annual installments of 33 1/3% beginning on May 25, 2012. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
  7. As of September 14, 2011, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 46,411,129 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 46,411,129 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.
  8. As of September 14, 2011, as a result of the Secondary Offering and the exercise of the Over-Allotment Option, GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 17,150,891 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 14,265,508 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 4,716,203 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; (continued in footnote 9)
  9. GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 609,542 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 2,588,497 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 5,146,690 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 1,933,798 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.
  10. 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.
  11. 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.