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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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 *

Sullivan Barry W 		2. Issuer Name and Ticker or Trading Symbol

DOLLAR TREE INC [ DLTR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President
(Last)          (First)          (Middle)

P.O. BOX 1017 		3. Date of Earliest Transaction (MM/DD/YYYY)

7/6/2015
(Street)

CHARLOTTE, NC 28201
(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   7/6/2015     A    9465   (1) (2) A   (3) 9465   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
Restricted Stock Unit   (4)   (4) 7/6/2015     A      2806   (4)        (5)   (5) Common Stock   2806   $0   2806   D    
Stock Option (right to buy)   (6) $51.49   7/6/2015     A      4522         (7) (8) 10/4/2016   Common Stock   4522     (6) 4522   D    
Stock Option (right to buy)   (6) $67.95   7/6/2015     A      11365         (7) (9) 10/9/2017   Common Stock   11365     (6) 11365   D    
Stock Option (right to buy)   (6) $68.92   7/6/2015     A      12110         (7) (10) 10/15/2018   Common Stock   12110     (6) 12110   D    
Stock Option (right to buy)   (6) $76.97   7/6/2015     A      8225         (7) (11) 10/14/2024   Common Stock   8225     (6) 8225   D    

Explanation of Responses:
( 1)  On July 6, 2015, the Issuer, Dollar Tree, Inc. ("Dollar Tree") acquired the Family Dollar Stores ("Family Dollar") pursuant to the Agreement and Plan of Merger between the Issuer, Family Dollar and Dime Merger Sub, Inc. ("Merger Sub"), dated as of July 27, 2014, as amended from time to time (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Family Dollar, with Family Dollar continuing as the surviving corporation and a wholly-owned subsidiary of Dollar Tree (the "Merger").
( 2)  The number reported includes (i) 8,614 shares held directly by the reporting person and (ii) 851 shares underlying outstanding performance share rights awards granted under Family Dollar's 2006 Incentive Plan.
( 3)  Pursuant to the Merger Agreement, on July 6, 2015, the reporting person received $59.60 in cash (the "Cash Consideration"), and 0.2484 shares of Dollar Tree common stock (the "Stock Consideration" and together with the Cash Consideration, the "Merger Consideration") for each share of Family Dollar common stock held directly by the reporting person and each share of Family Dollar common stock underlying performance share rights awards (after net share settlement for tax withholding purposes) was converted into a right to receive the Merger Consideration.
( 4)  Pursuant to the Merger Agreement, on July 6, 2015, the outstanding restricted stock unit award granted on October 14, 2014 under Family Dollar equity award policy, was coverted into a restricted stock unit award in respect of a number of shares of Dollar Tree common stock determined by multiplying the number of shares of Family Dollar stock by the Award Exchange Ratio of 1.0000.
( 5)  Restricted Stock Unit granted on October 14, 2014 and will fully vest on the third anniversary of grant date.
( 6)  Pursuant to the Merger Agreement dated July 6, 2015, each option to purchase shares of Family Dollar common stock that was outstanding immediately prior to the Effective Time was converted into an option to purchase a number of shares of Dollar Tree common stock determined by multiplying the number of shares of Family Dollar common stock subject to such option by the Award Exchange Ratio of 1.000, at an exercise price per share determined by dividing the orginal per share exercise price of the option by the Award Exchange Ratio of 1.000.
( 7)  Each option becomes exercisable with respect to 40% of the underlying shares on the second anniversary of grant and with respect to an additional 30% on each of the third and fourth anniversaries of grant.
( 8)  Granted on October 4, 2011.
( 9)  Granted on October 9, 2012.
( 10)  Granted on October 15, 2013.
( 11)  Granted on October 14, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Sullivan Barry W
P.O. BOX 1017
CHARLOTTE, NC 28201

Executive Vice President

Signatures
/s/ Shawnta Totten-Medley, attorney-in-fact for Mr. Sullivan 7/8/2015
** 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 control number.
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