4/A//SEC Filing
Goldman Sachs DGC Investors LP 4/A
Accession 0000769993-09-001069
CIK 0000029534other
Filed
Nov 23, 7:00 PM ET
Accepted
Nov 24, 7:27 PM ET
Size
17.4 KB
Accession
0000769993-09-001069
Insider Transaction Report
Form 4/AAmended
Goldman Sachs DGC Investors LP
10% Owner
Transactions
- Sale
Common Stock
2009-11-18$19.79/sh−3,581,133$70,879,575→ 64,990,262 total(indirect: See Footnotes)
Footnotes (9)
- [F1]This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), Goldman Sachs DGC Investors, L.P. ("GS DGC"), Goldman Sachs DGC Investors Offshore Holdings, L.P. ("GS DGC Offshore" and, together with GS Capital, GS Offshore, GS Parallel, GS Germany, and GS DGC, the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together with the GS Funds, the "Investing Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors") (continued in footnote 2),
- [F2]Goldman, Sachs Management GP GmbH ("GS GmbH"), GS DGC Advisors, L.L.C. ("GS DGC Advisors") and GS DGC Offshore Advisors, Inc. ("GS DGC Offshore Advisors", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, GS DGC Advisors, the Investing Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate.
- [F3]This Amendment to the Form 4, filed with the Securities and Exchange Commission on November 20, 2009, amends the price of the shares sold in connection with the transactions described below.
- [F4]Pursuant to an underwriting agreement, dated November 12, 2009 (the "Underwriting Agreement"), and in connection with the initial public offering of common stock, par value $0.875 per share (the "Common Stock") of Dollar General Corporation (the "Company") by the Company and its selling shareholders pursuant to the final prospectus filed by the Company on November 13, 2009, which offering was consummated on November 18, 2009 (the "Initial Public Offering"), Buck Holdings, L.P., as a selling shareholder, sold 2,471,991 shares of Common Stock. Buck Holdings, L.P. is a limited partnership whose general partner is Buck Holdings, LLC. The membership interests of Buck Holdings, LLC are held by a private investor group, which includes the Investing Entities.
- [F5]Pursuant to the Underwriting Agreement and in connection with the Initial Public Offering, the underwriters elected to exercise an option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling shareholders. Goldman Sachs is one of several underwriters under the Underwriting Agreement. On November 18, 2009, the Over-Allotment Option was consummated and in connection with such sale to the underwriters, Buck Holdings, L.P. sold 1,109,142 shares of Common Stock.
- [F6]As of November 18, 2009, as a result of the Initial Public Offering and the exercise of the Over-Allotment Option, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 64,990,262 shares of Common Stock by reason of the indirect beneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemed to indirectly beneficially own 64,990,262 shares of Common Stock by reason of the direct beneficial ownership of such shares by Buck Holdings, L.P., a limited partnership whose general partner is Buck Holdings, LLC.
- [F7]Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or investment manager of the GS Funds. GSUIG is a wholly-owned subsidiary of GS Group.
- [F8]As of November 18, 2009, as a result of the Initial Public Offering and the exercise of the Over-Allotment Option: GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 24,016,672 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, and its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 19,976,223 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GS Advisors, may be deemed to beneficially own indirectly 6,604,177 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; (continue in footnote 9)
- [F9]GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 853,553 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC, and its general partner, GS DGC Advisors, may be deemed to beneficially own indirectly 3,624,714 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC Offshore, and its general partner, GS DGC Offshore Advisors, may be deemed to beneficially own indirectly 7,206,996 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; and GSUIG may be deemed to beneficially own indirectly 2,707,927 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.
Documents
Issuer
DOLLAR GENERAL CORP
CIK 0000029534
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001405653
Filing Metadata
- Form type
- 4/A
- Filed
- Nov 23, 7:00 PM ET
- Accepted
- Nov 24, 7:27 PM ET
- Size
- 17.4 KB