Edgar Filing: DOLLAR GENERAL CORP

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 ^*

KKR Fund Holdings L.P.

2. Issuer Name and Ticker or Trading Symbol
DOLLAR GENERAL CORP [DG]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200

3. Date of Earliest Transaction (Month/Day/Year)
10/10/2012

(Street)

NEW YORK, NY 10019

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock, par value $0.875 per share	10/10/2012		S		1,987,537	D	$ 50.715 ⁽¹⁾	26,177,298	I	Held through Buck Holdings, L.P. and KKR 2006 Fund L.P. ⁽²⁾ ⁽³⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock, par value $0.875 per share	10/11/2012		J⁽⁴⁾		1,811,269	D	$ 50.715 ⁽⁴⁾	24,366,029	I	Held through Buck Holdings, L.P. and KKR 2006 Fund L.P. ⁽²⁾ ⁽³⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock, par value $0.875 per share	10/10/2012		S		419,430	D	$ 50.715 ⁽¹⁾	5,524,198	I	Held through Buck Holdings, L.P. and KKR PEI Investments, L.P. ⁽²⁾ ⁽⁵⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock, par value $0.875 per share	10/11/2012		J⁽⁴⁾		382,232	D	$ 50.715 ⁽⁴⁾	5,141,966	I	Held through Buck Holdings, L.P. and KKR PEI Investments, L.P. ⁽²⁾ ⁽⁵⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock, par value $0.875 per share	10/10/2012		S		68,992	D	$ 50.715 ⁽¹⁾	908,678	I	Held through Buck Holdings, L.P. and 8 North America Investor L.P. ⁽²⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock, par value $0.875 per share	10/11/2012		J⁽⁴⁾		62,874	D	$ 50.715 ⁽⁴⁾	845,804	I	Held through Buck Holdings, L.P. and 8 North America Investor L.P. ⁽²⁾ ⁽⁶⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock, par value $0.875 per share	10/10/2012		S		295,105	D	$ 50.715 ⁽¹⁾	3,886,748	I	Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, L.P. ⁽²⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock, par value $0.875 per share	10/11/2012		J⁽⁴⁾		268,933	D	$ 50.715 ⁽⁴⁾	3,617,815	I	Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, L.P. ⁽²⁾ ⁽⁷⁾ ⁽⁸⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock, par value $0.875 per share	10/10/2012		S		46,156	D	$ 50.715 ⁽¹⁾	607,906	I	Held through Buck Holdings, L.P. and KKR Partners III, L.P. ⁽²⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾
Common Stock, par value $0.875 per share	10/11/2012		J⁽⁴⁾		42,062	D	$ 50.715 ⁽⁴⁾	565,844	I	Held through Buck Holdings, L.P. and KKR Partners III, L.P. ⁽²⁾ ⁽⁹⁾ ⁽¹⁰⁾ ⁽¹¹⁾

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR Fund Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR 2006 Fund L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Associates 2006 LP C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR 2006 GP LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X

Signatures

/s/ Richard J. Kreider, KKR 2006 Fund L.P. (12)		10/12/2012
^**Signature of Reporting Person		Date
/s/ Richard J. Kreider, KKR Associates 2006 L.P. (13)		10/12/2012
^**Signature of Reporting Person		Date
/s/ Richard J. Kreider, KKR 2006 GP LLC (14)		10/12/2012
^**Signature of Reporting Person		Date
/s/ Richard J. Kreider, KKR Fund Holdings L.P. (15)		10/12/2012
^**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)	This amount represents the $51.75 secondary public offering price per share of Common Stock, par value $0.875 per share ("Common Stock"), of Dollar General Corporation, less the underwriting discount of $1.035 per share of Common Stock in connection with the underwriters' exercise of their over-allotment option.
(2)	Buck Holdings, L.P. directly holds all of the shares of Common Stock reported herein. Buck Holdings, LLC is the general partner of Buck Holdings, L.P. The membership interests of Buck Holdings, LLC are held by a private investor group, including affiliates of Kohlberg Kravis Roberts & Co. L.P., Goldman, Sachs & Co. and other equity investors.
(3)	KKR 2006 Fund L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
(4)	These shares of Common Stock were repurchased by Dollar General Corporation for $50.715 per share.
(5)	KKR PEI Investments, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P.
(6)	8 North America Investor L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P.
(7)	Buck Holdings Co-Invest, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. Buck Holdings Co-Invest GP, LLC is the sole general partner of Buck Holdings Co-Invest, LP, and the managing member of Buck Holdings Co-Invest GP, LLC is KKR Associates 2006 L.P. The sole general partner of KKR Associates 2006 L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P.
(8)	The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Henry R. Kravis and George R. Roberts.
(9)	KKR Partners III, L.P. may be deemed to indirectly beneficially own these shares of Common Stock by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR Partners III, L.P.is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Kravis and Roberts.
(10)	Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.
(11)	Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR Fund Holdings GP Limited, KKR Group Holdings L.P., KKR Group Limited, KKR & Co. L.P., KKR Management LLC and Messrs. Kravis and Roberts have filed a separate Form 4.
Remarks: (12) Mr. Kreider is signing in his capacity as attorney-in-fact for William J. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC, the sole general partner of KKR Associates 2006 L.P., the sole general partner of KKR 2006 Fund L.P. (13) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC, the sole general partner of KKR Associates 2006 L.P. (14) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P., the designated member of KKR 2006 GP LLC. (15) Mr. Kreider is signing in his capacity as attorney-in-fact for Mr. Janetschek, a director of KKR Fund Holdings GP Limited, the general partner of KKR Fund Holdings L.P.

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