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 *
VASOS TODD J
  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)
Div. Pres., Chief Merch. Ofc
(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   133,882 A $ 7.9975 150,577 D  
Common Stock 03/27/2013   F   66,881.0562 D $ 50.95 83,695.9438 D  
Common Stock 03/27/2013   D   0.9438 D $ 50.95 83,695 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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     133,882   (1) 12/19/2018 Common Stock 133,882 $ 0 50,741 (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
VASOS TODD J
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072
      Div. Pres., Chief Merch. Ofc  

Signatures

 /s/ Todd J. Vasos   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 securities reported in column 5 vested as to 34,623 shares on February 3, 2012, as to 2,917 shares on June 11, 2012, as to 28,250 shares on October 3, 2012, as to 4,250 shares on October 10, 2012, as to 3,750 shares on October 11, 2012, as to 1,250 shares on November 27, 2012, as to 1,000 shares on November 28, 2012, as to 2,250 shares on November 29, 2012, as to 5,250 shares on November 30, 2012, as to 50,000 shares on December 1, 2012, and as to 342 shares on February 1, 2013.
(2) The number of securities reported in this column represents (a) 50,000 unvested time-based options with the same exercise price and expiration date as the options reported in column 5 that are scheduled to vest on December 1, 2013; and (b) 741 vested options.

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