Statement of Changes in Beneficial Ownership (4)

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

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3235-0287

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Owen Jeffery	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) Chief Operating Officer
(Last)          (First)          (Middle) 100 MISSION RIDGE	3. Date of Earliest Transaction (MM/DD/YYYY) 3/9/2021
(Street) GOODLETTSVILLE, TN 37072 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	3/9/2021		A		21957 (1)	A	$0	43151	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:

(1)

Performance share units ("PSUs") earned by reporting person from March 21, 2018 & March 17, 2020 grants, as certified by Issuer's Compensation Committee on March 9, 2021. Each PSU represents right to one share of Issuer's common stock. Amount reported includes: (i) 11,508 PSUs earned as a result of Issuer's fiscal years 2018-2020 average adjusted ROIC performance (2018 grant), all of which will become vested & be settled & paid in unrestricted shares of Issuer's common stock on April 1, 2021; & (ii) 10,449 PSUs earned as a result of Issuer's fiscal year 2020 adjusted EBITDA performance (2020 grant), 3,483 of which will become vested & be settled & paid in unrestricted shares of Issuer's common stock on April 1, 2021, & remainder of which is subject to time-vesting requirements (3,483 on each of April 1, 2022 & April 1, 2023) & certain forfeiture & accelerated vesting provisions, & once vested are payable solely in unrestricted shares of Issuer's common stock.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Owen Jeffery 100 MISSION RIDGE GOODLETTSVILLE, TN 37072			Chief Operating Officer

Signatures
/s/ Jeffery C. Owen		3/11/2021
**Signature of Reporting Person		Date