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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person * Old William A. JR   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) Chief Legal Officer (Last) (First) (Middle) 500 VOLVO PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 03/08/2017 (Street) CHESAPEAKE, VA 23320 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price

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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 Underlying Securities (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

$ 0 (1)

03/08/2017(2)

A

8,745

03/18/2017(3)

03/18/2017

Common Stock

8,745

$ 0

8,745

D

Restricted Stock Unit

$ 0 (1)

03/08/2017(4)

A

3,148

04/01/2017(5)

04/01/2017

Common Stock

3,148

$ 0

3,148

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Old William A. JR 500 VOLVO PARKWAY CHESAPEAKE, VA 23320			Chief Legal Officer

Signatures

/s/ Shawnta Totten-Medley, attorney-in-fact for William A. Old, Jr.		03/09/2017
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Convert without cost to shares of common stock on a one-for-one basis.
(2)	The Compensation Committee certified on 3/8/2017 that the Company achieved its 2016 performance target for performance-based restricted stock units granted on 3/18/2016, and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.
(3)	Portion vested at anniversary of three-year award.
(4)	The Compensation Committee certified on 3/8/2017 the level of performance achieved for the performance-based RSUs awarded on 4/1/2014 pursuant to the Long-Term Performance Plan for fiscal years 2014, 2015 and 2016. The award will fully vest on April 1, 2017.
(5)	The award will fully vest on April 1, 2017.

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