Dollar General 2013 Annual Report Download - page 68

SECURITY OWNERSHIP
For purposes of the tables below, a person is a ‘‘beneficial owner’’ of a security over which that
person has or shares voting or investment power or which that person has the right to acquire
beneficial ownership within 60 days. Unless otherwise noted, to our knowledge these persons have sole
voting and investment power over the shares listed. Percentage computations are based on 309,973,026
shares of our common stock outstanding as of March 21, 2014.
Security Ownership of Certain Beneficial Owners
The following table shows the amount of our common stock beneficially owned as of March 21,
2014 by those known by us to beneficially own more than 5% of our common stock.
Amount and Nature of Percent of
Name and Address of Beneficial Owner Beneficial Ownership Class
Soroban Master Fund LP(1) 20,934,124 6.75%
Lone Pine Capital LLC(2) 18,904,632 6.10%
The Vanguard Group(3) 17,783,665 5.74%
FMR LLC(4) 16,219,434 5.23%
(1) Soroban Master Fund LP, Soroban Capital Partners LLC and Eric W. Mandelblatt share the power to vote or to direct the voting of and the
power to dispose or to direct the disposition of the shares. The address for Soroban Master Fund LP is Gardenia Court, Suite 3307,
45 Market Street, Camana Bay, Grand Cayman KY1-1103, Cayman Islands. The address for Soroban Capital Partners LLC and
Mr. Mandelblatt is 444 Madison Avenue, 21st Floor, New York, New York 10022. All information is based solely on Amendment No. 1 to
Statement on Schedule 13G filed on February 14, 2014.
(2) These shares are directly held by various entities for which Lone Pine Capital LLC serves as investment manager with power to direct
investments and/or power to vote the shares. Stephen F. Mandel, Jr. is the managing member of Lone Pine Managing Member LLC, which is
the Managing Member of Lone Pine Capital LLC. Lone Pine Capital LLC and Mr. Mandel share voting and dispositive power with respect
to the shares. The address of each of Lone Pine Capital LLC and Mr. Mandel is Two Greenwich Plaza, Greenwich, Connecticut 06830. All
information is based solely on Amendment No. 1 to Statement on Schedule 13G filed on February 14, 2014.
(3) The Vanguard Group has sole power to vote or direct the vote over 491,251 shares, sole power to dispose of or to direct the disposition of
17,323,514 shares, and shared power to dispose or to direct the disposition of 460,151 shares. Vanguard Fiduciary Trust Company (‘‘VFTC’’),
a wholly owned subsidiary of The Vanguard Group, Inc., is the beneficial owner of 382,351 shares, as a result of its serving as investment
manager of collective trust assets, and Vanguard Investments Australia, Ltd. (‘‘VIA’’), a wholly-owned subsidiary of The Vanguard
Group, Inc., is the beneficial owner of 186,700 shares, as a result of its serving as investment manager of Australian investment offerings. The
address of The Vanguard Group is 100 Vanguard Blvd, Malvern, Pennsylvania 19355. All information is based solely on Statement on
Schedule 13G filed on February 12, 2014.
(4) The shares beneficially owned by FMR LLC consist of the following: (a) 13,076,487 shares beneficially owned by Fidelity Management &
Research Company (‘‘Fidelity’’), a wholly-owned subsidiary of FMR LLC, as a result of its acting as investment advisor to various investment
companies (the ‘‘Funds’’); (b) 528,643 shares beneficially owned by Fidelity SelectCo, LLC (‘‘SelectCo’’), a wholly-owned subsidiary of
FMR LLC, as a result of its acting as investment adviser to various investment companies; (c) 93,026 shares beneficially owned by Fidelity
Management Trust Company (‘‘Fidelity Trust’’), a wholly-owned subsidiary of FMR LLC, as a result of its acting as investment manager of
certain institutional account(s); (d) 20,360 shares owned through Strategic Advisers, Inc. (‘‘Strategic Advisers’’), a wholly-owned subsidiary of
FMR LLC and a registered investment adviser that provides investment advisory services to individuals; (e) 84,504 shares beneficially owned
by Pyramis Global Advisors Trust Company (‘‘PGATC’’), an indirect wholly-owned subsidiary of FMR LLC, as a result of its serving as
investment manager of institutional accounts owning such shares; and (f) 2,416,414 shares beneficially owned by FIL Limited (‘‘FIL’’) which
provides investment advisory and management services to a number of non-U.S. investment companies and certain institutional investors.
Edward C. Johnson 3d, Chairman of FMR LLC, and FMR LLC, through its control of Fidelity, and the Funds each has sole power to
dispose of 13,076,487 shares owned by the Funds. Mr. Johnson and FMR LLC, through its control of SelectCo, and the SelectCo Funds each
has sole power to dispose of the 528,643 shares owned by the SelectCo Funds. Members of Mr. Johnson’s family are the predominant owners
of Series B voting common shares of FMR LLC, representing 49% of the voting power of FMR LLC. The Johnson family group and all
other Series B shareholders have entered into a shareholders’ voting agreement under which all Series B voting common shares will be voted
in accordance with the majority vote of Series B voting common shares. Accordingly, through their ownership of voting common shares and
the execution of the shareholders’ voting agreement, members of the Johnson family may be deemed to form a controlling group with respect
to FMR LLC. Neither FMR LLC nor Mr. Johnson has the sole power to vote or direct the voting of the shares owned directly by the
Fidelity Funds, which power resides with the Funds’ Board of Trustees. Fidelity votes the shares under written guidelines established by the
Funds’ Board of Trustees. Mr. Johnson and FMR LLC, through its control of Fidelity Trust, each has sole dispositive power over and sole
power to vote or direct the voting of 93,026 shares owned by the institutional account(s). Mr. Johnson and FMR LLC, through its control of
PGATC, each has sole dispositive power over and sole power to vote or direct the voting of 84,506 shares owned by the institutional accounts
managed by PGATC. Partnerships controlled predominantly by members of Mr. Johnson’s family and FIL, or trusts for their benefit, own
shares of FIL voting stock. While the percentage of total voting power represented by these shares may fluctuate, it normally represents more
than 25% and less than 50% of the total votes which may be cast by all holders of FIL voting stock. FMR LLC and FIL are separate and
independent corporate entities, and their Boards of Directors are generally composed of different individuals. FMR LLC and FIL take the
view that they are not acting as a ‘‘group’’ for purposes of Section 13(d) under the Exchange Act and that they are not otherwise required to
attribute to each other the beneficial ownership of securities beneficially owned by the other entity within the meaning of Rule 13d-3 of the
Exchange Act and that, therefore, the shares held by the other entity need not be aggregated for purposes of Section 13(d). The address of
FMR LLC, Fidelity, Fidelity Trust and Strategic Advisers is 245 Summer Street, Boston, Massachusetts 02210. The address of SelectCo is
1225 17th Street, Suite 1100, Denver, Colorado 80202. The address of PGATC is 900 Salem Street, Smithfield, Rhode Island 02917. The
address of FIL is Pembroke Hall, 42 Crow Lane, Hamilton, Bermuda. All information is based solely on Statement on Schedule 13G filed on
February 14, 2014.
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