XNYS:FDO Family Dollar Stores Inc Insider Activity 4 Filing - 10/16/2012

Effective Date 10/16/2012

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XNYS:FDO Consider Buying
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XNYS:FDO Consider Selling
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XNYS:FDO Fair Value Uncertainty
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XNYS:FDO Economic Moat
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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 *
GIBSON CHARLES S JR
  2. Issuer Name and Ticker or Trading Symbol
FAMILY DOLLAR STORES INC [FDO]
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 (Month/Day/Year)
10/16/2012
(Street)

CHARLOTTE, NC 28201
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 10/16/2012   M   11,010 A $23.36 53,518 D  
Common Stock 10/16/2012   M   8,277 A $28.11 61,795 D  
Common Stock 10/16/2012   M   6,634 A $46.11 68,429 D  
Common Stock 10/16/2012   S   11,010 D $68.0272(1) 57,419 D  
Common Stock 10/16/2012   S   8,277 D $68.0272(1) 49,142 D  
Common Stock 10/16/2012   S   6,634 D $68.0272(1) 42,508 D  
Common Stock 10/16/2012   S   15,000 D $68.0009(2) 27,508 D  
Common Stock 10/17/2012   S   6,639 D $68.3504(3) 20,869 D  
Common Stock 10/17/2012   F   869(4) D $67.95 20,000 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Employee Stock Option (Right to Buy) $23.36 10/16/2012   M     11,010 10/07/2010(5) 10/06/2013 Common Stock 11,010 $ 0 0 D  
Employee Stock Option (Right to Buy) $28.11 10/16/2012   M     8,277 10/13/2011(6) 10/12/2014 Common Stock 8,277 $ 0 8,277 D  
Employee Stock Option (Right to Buy) $46.11 10/16/2012   M     6,634 10/12/2012(7) 10/11/2015 Common Stock 6,634 $ 0 9,951 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GIBSON CHARLES S JR
P. O. BOX 1017
CHARLOTTE, NC 28201
      Executive Vice President  

Signatures

 /s/ Beth R. MacDonald, by Power of Attorney   10/18/2012
** 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) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.00 to $68.18, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (1) to this Form 4.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.00 to $68.01, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (2) to this Form 4.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $68.00 to $68.54, inclusive. The reporting person undertakes to provide to the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in footnote (3) to this Form 4.
(4) Represents shares of Common Stock, the value of which was withheld to satisfy additional tax withholding obligations which arose in respect to shares received on October 17, 2012 in final settlement of Performance Share Rights Award vested on October 9, 2012.
(5) This option was granted on October 7, 2008, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 7, 2010. Thereafter, the option vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 7, 2010, 70% on October 7, 2011, and 100% on October 7, 2012.
(6) This option was granted on October 13, 2009, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 13, 2011. Thereafter, the option became or will become vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 13, 2011, 70% on October 13, 2012, and 100% on October 13, 2013.
(7) This option was granted on October 12, 2010, under the Family Dollar Stores, Inc. 2006 Incentive Plan, and no portion of the option was exercisable prior to October 12, 2012. Thereafter, the option became or will become vested in cumulative installments of not more than 40% of the number of shares subject to the option on October 12, 2012, 70% on October 12, 2013, and 100% on October 12, 2014.

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XNYS:FDO Family Dollar Stores Inc Insider Activity 4 Filling

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XNYS:FDO Family Dollar Stores Inc Insider Activity 4 Filing - 10/16/2012
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