Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Kindy Michael J
2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2016
3. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [DG]
(Last)
(First)
(Middle)
100 MISSION RIDGE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP, Global Supply Chain
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

GOODLETTSVILLE, TN 37072
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 5,834 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (Right to Buy)   (2) 12/19/2018 Common Stock 24,000 $ 7.9975 D  
Employee Stock Option (Right to Buy)   (3) 03/20/2022 Common Stock 4,729 $ 45.25 D  
Employee Stock Option (Right to Buy)   (4) 03/18/2023 Common Stock 2,999 $ 48.11 D  
Employee Stock Option (Right to Buy)   (5) 03/18/2024 Common Stock 3,034 $ 57.91 D  
Employee Stock Option (Right to Buy)   (6) 03/17/2025 Common Stock 3,583 $ 74.72 D  
Employee Stock Option (Right to Buy)   (7) 08/25/2025 Common Stock 7,404 $ 73.73 D  
Employee Stock Option (Right to Buy)   (8) 03/16/2026 Common Stock 10,016 $ 84.67 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kindy Michael J
100 MISSION RIDGE
GOODLETTSVILLE, TN 37072
      SVP, Global Supply Chain  

Signatures

/s/ Michael J. Kindy 05/02/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 188 restricted stock units representing the right to receive shares of common stock upon vesting ("RSUs") that are scheduled to vest on March 18, 2017, subject to certain forfeiture and accelerated vesting provisions; 288 RSUs that are scheduled to vest evenly on April 1, 2017 and April 1, 2018, subject to certain forfeiture and accelerated vesting provisions; 1,146 RSUs that are scheduled to vest in three annual installments of 33 1/3% beginning on April 1, 2017, subject to certain forfeiture and accelerated vesting provisions; 180 earned but unvested performance share units representing the right to receive shares of common stock upon vesting ("PSUs") that are scheduled to vest on March 18, 2017, subject to certain forfeiture and accelerated vesting provisions; and 300 earned but unvested PSUs that are scheduled to vest evenly on April 1, 2017 and April 1, 2018, subject to certain forfeiture and accelerated vesting provisions.
(2) Vested as to 432 shares on June 11, 2012, as to 4,197 shares on October 3, 2012, as to 632 shares on October 10, 2012, as to 557 shares on October 11, 2012, as to 185 shares on November 27, 2012, as to 149 shares on November 28, 2012, as to 334 shares on November 29, 2012, as to 780 shares on November 30, 2012, as to 2,954 shares on December 8, 2012, as to 162 shares on February 1, 2013, as to 1,992 shares on April 3, 2013, as to 669 shares on April 22, 2013, as to 3,042 shares on July 11, 2013, as to 7,428 shares on December 8, 2013, and as to 487 shares on December 11, 2013.
(3) Vested as to 1,183 shares on March 20, 2013, as to 1,182 shares on March 20, 2014, as to 1,182 shares on March 20, 2015, and as to 1,182 shares on March 20, 2016.
(4) Vested as to 752 shares on March 18, 2014, as to 749 shares on March 18, 2015, and as to 749 shares on March 18, 2016. The remaining portion of the option is scheduled to vest as to the 749 shares on March 18, 2017, subject to certain forfeiture and accelerated vesting provisions.
(5) Vested as to 760 shares on March 18, 2015 and as to 758 shares on March 18, 2016. The remaining portion of the option is scheduled to vest as to 758 shares on March 18, 2017 and as to 758 shares on March 18, 2018, subject to certain forfeiture and accelerated vesting provisions.
(6) Vested as to 898 shares on April 1, 2016. The remaining portion of the option is scheduled to vest as to the 2,685 shares in three annual installments of 33 1/3 beginning on April 1, 2017, subject to certain forfeiture and accelerated vesting provisions.
(7) Vests in four annual installments of 25% beginning on August 25, 2016, subject to certain forfeiture and accelerated vesting provisions.
(8) Vests in four annual installments of 25% beginning on April 1, 2017, subject to certain forfeiture and accelerated vesting provisions.
 
Remarks:
Exhibit List:  Exhibit 24--Power of Attorney

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