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 * 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) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO (Last) (First) (Middle) 500 VOLVO PARKWAY 3. Date of Earliest Transaction (Month/Day/Year) 03/13/2019 (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 03/13/2019   J(1)   27,011 D $ 102.71 0 I 2017 GRAT #2 Common Stock 03/13/2019   J(1)   27,011 A $ 102.71 59,715 D   Common Stock               38,736 I 2018 GRAT #2

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

Restricted Stock Unit

$ 0 (2)

03/13/2019(3)

A

63,220

03/30/2019

03/30/2019

Common Stock

63,220

$ 0

63,220

D

Restricted Stock Unit

$ 0 (2)

03/13/2019(4)

A

4,436

03/18/2019

03/18/2019

Common Stock

4,436

$ 0

4,436

D

Reporting Owners

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

Signatures

/s/ Shawnta Totten-Medley, attorney-in-fact for Mr. Philbin		03/15/2019
**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)	Shares acquired by insider from GRAT in exchange for other assets. The insider is the beneficial owner of the transferred securities both before and after the transfer and the insider believes the transfer is exempt under Rule 16a-13.
(2)	Convert without cost to shares of common stock on a one-for-one basis.
(3)	The Compensation Committee certified on 3/13/2019 that the Company achieved its 2018 performance target for performance-based restricted stock units granted on 3/30/2018, and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.
(4)	The Compensation Committee certified on 3/13/2019 the level of performance achieved for the performance-based RSUs awarded on 3/18/2016 pursuant to the Long-Term Performance Plan for fiscal years 2016, 2017 and 2018. The award will fully vest on March 18, 2019.

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