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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1. Name and Address of Reporting Person * PHILBIN GARY M   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) Enterprise President (Last) (First) (Middle) 500 VOLVO PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 04/01/2017 (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 Common Stock 04/01/2017   M(1)   10,164 A $ 0 (2) 69,805 D   Common Stock 04/01/2017   F(3)   4,833 D $ 78.46 64,972 D   Common Stock 04/01/2017(4)   M   6,297 A $ 0 71,269 D   Common Stock 04/01/2017   F(3)   2,995 D $ 78.46 68,274 D   Common Stock               15,815 I 2016 GRAT #2 Common Stock               20,616 I 2016 GRAT #3

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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 (2)

04/01/2017

M(1)

10,164

04/01/2015(5)

04/01/2015

Common Stock

10,164

(2)

0

D

Restricted Stock Unit

$ 0 (2)

04/01/2017(4)

M

6,297

04/01/2017(4)

04/01/2017

Common Stock

6,297

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PHILBIN GARY M 500 VOLVO PARKWAY CHESAPEAKE, VA 23320			Enterprise President

Signatures

/s/ Shawnta Totten-Medley, attorney-in-fact for Mr. Philbin		04/04/2017
**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)	Portion vested at anniversary of three-year award.
(2)	Convert without cost to shares of common stock on a one-for-one basis.
(3)	Shares deemed surrendered in payment of tax liability resulting from vesting of restricted stock units.
(4)	The award will fully vest on April 1, 2017.
(5)	The Compensation Committee certified on 3/11/2015 that the Company achieved its 2014 performance target for performanced-based restricted stock units granted on 4/1/2014 and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.

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