SEC Info - Philbin Gary M - ‘4’ for 3/11/20 re: Dollar Tree, Inc.

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

PHILBIN GARY M

(Last)

(First)

(Middle)

500 VOLVO PARKWAY

(Street)

CHESAPEAKE

23320

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DOLLAR TREE, INC. [ DLTR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
3/11/20

4. If Amendment, Date of 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

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)

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 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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	$0 ⁽¹⁾	3/11/20 ⁽²⁾		A		818		3/31/20	3/31/20	Common Stock	818	$0	818	D
Restricted Stock Unit	$0 ⁽¹⁾	3/11/20 ⁽³⁾		A		57,250		4/1/20	4/1/20	Common Stock	57,250	$0	57,250	D
Restricted Stock Unit	$0 ⁽¹⁾	3/11/20 ⁽⁴⁾		A		3,073		3/31/20	3/31/20	Common Stock	3,073	$0	3,073	D

Explanation of Responses:

(1) Convert without cost to shares of common stock on a one-for-one basis.

(2) The Compensation Committee certified on 3/11/20 the level of performance achieved for the performance-based RSUs awarded on 9/18/17 pursuant to the Long-Term Performance Plan for fiscal years 2018 and 2019. The award will fully vest on March 31, 2020.

(3) The Compensation Committee certified on 3/11/20 that the Company achieved its 2019 performance target for the performance stock units granted on 4/1/19, and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.

(4) The Compensation Committee certified on 3/11/20 the level of performance achieved for the performance-based RSUs awarded on 3/31/17 pursuant to the Long-Term Performance Plan for fiscal years 2017, 2018 and 2019. The award will fully vest on March 31, 2020.

	/s/ Shawnta Totten-Medley, attorney-in-fact for Mr. Philbin	3/13/20
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Code:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).

Philbin Gary M – ‘4’ for 3/11/20 re: Dollar Tree, Inc.

On: Friday, 3/13/20, at 11:22am ET · For: 3/11/20 · Accession #: 1127602-20-10535 · File #: 0-25464

Previous ‘4’: ‘4’ on 9/19/19 for 9/18/19 · Next: ‘4’ on 4/1/20 for 3/30/20 · Latest: ‘4’ on / for 9/18/20

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Philbin Gary M – ‘4’ for 3/11/20 re: Dollar Tree, Inc.

On: Friday, 3/13/20, at 11:22am ET · For: 3/11/20 · Accession #: 1127602-20-10535 · File #: 0-25464

Previous ‘4’: ‘4’ on 9/19/19 for 9/18/19 · Next: ‘4’ on 4/1/20 for 3/30/20 · Latest: ‘4’ on / for 9/18/20

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents