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 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 *
Witynski Michael A.
   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)
President
(Last)
(First)
(Middle)
500 VOLVO PARKWAY		 3. Date of Earliest Transaction (Month/Day/Year)
03/11/2020
(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

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 (1) 03/11/2020(2)   A   13,420   04/01/2020 04/01/2020 Common Stock 13,420 $ 0 13,420 D  
Restricted Stock Unit $ 0 (1) 03/11/2020(3)   A   921   03/31/2020 03/31/2020 Common Stock 921 $ 0 921 D  
Restricted Stock Unit $ 0 (1) 03/11/2020(4)   A   1,007   03/31/2020 03/31/2020 Common Stock 1,007 $ 0 1,007 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Witynski Michael A.
500 VOLVO PARKWAY
CHESAPEAKE, VA 23320		       President  

Signatures

 /s/ Shawnta Totten-Medley, attorney-in-fact for Mr. Witynski   03/13/2020
**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 3/11/2020 that the Company achieved its 2019 performance target for the performance stock units granted on 4/1/2019, and that shares will vest in approximately three equal installments, beginning on the first anniversary of the award date, subject to continued employment.
(3) The Compensation Committee certified on 3/11/2020 the level of performance achieved for the performance-based RSUs awarded on 3/31/2017 pursuant to the Long-Term Performance Plan for fiscal years 2017, 2018 and 2019. The award will fully vest on March 31, 2020.
(4) The Compensation Committee certified on 3/11/2020 the level of performance achieved for the performance-based RSUs awarded on 7/28/2017 pursuant to the Long-Term Performance Plan for fiscal years 2017, 2018 and 2019. The award will fully vest on March 31, 2020.

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