SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person^*

GARDEN EDWARD P

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2011

3. Issuer Name and Ticker or Trading Symbol
FAMILY DOLLAR STORES INC [ FDO ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, $0.10 par value	6,190,159	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	10/03/2011	Common Stock, $0.10 par value	185,000	$35.2275⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	10/03/2011	Common Stock, $0.10 par value	125,000	$35.475⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	10/03/2011	Common Stock, $0.10 par value	185,000	$35.61⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	10/03/2011	Common Stock, $0.10 par value	93,100	$36.6729⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	10/03/2011	Common Stock, $0.10 par value	450,000	$36.8787⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	12/12/2011	Common Stock, $0.10 par value	263,406	$38.4547⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	12/12/2011	Common Stock, $0.10 par value	168,214	$38.6116⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	12/26/2011	Common Stock, $0.10 par value	91,000	$39⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	02/02/2012	Common Stock, $0.10 par value	379,414	$37.8968⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	02/02/2012	Common Stock, $0.10 par value	94,757	$37.9486⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	02/02/2012	Common Stock, $0.10 par value	300,000	$38.0817⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	02/02/2012	Common Stock, $0.10 par value	187,315	$38.1193⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	02/02/2012	Common Stock, $0.10 par value	250,000	$38.1398⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	02/02/2012	Common Stock, $0.10 par value	45,000	$38.498⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	02/02/2012	Common Stock, $0.10 par value	430,000	$39.2277⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	02/02/2012	Common Stock, $0.10 par value	303,400	$39.36⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾
Put-Call Option (right and obligation to buy)	⁽³⁾⁽⁴⁾⁽⁵⁾	02/02/2012	Common Stock, $0.10 par value	225,000	$39.6347⁽³⁾⁽⁴⁾⁽⁵⁾	I⁽¹⁾⁽²⁾	Please see explanation below⁽¹⁾⁽²⁾

1. Name and Address of Reporting Person^*

GARDEN EDWARD P

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Trian Fund Management, L.P.

(Last)

(First)

(Middle)

280 PARK AVENUE

41ST FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
			less than 10% owner

Explanation of Responses:

1. Trian Fund Management, L.P ("Trian Management") serves as the management company for Trian Partners, L.P. ("Trian Onshore"), Trian Partners Master Fund, L.P. ("Trian Offshore"), Trian Partners Parallel Fund I, L.P. ("Parallel Fund I"), Trian Partners Master Fund (ERISA), L.P. ("Trian ERISA Fund") and Trian Partners Strategic Investment Fund, L.P. ("Strategic Fund" and collectively, the "Trian Entities"), and as such determines the investment and voting decisions of the Trian Entities with respect to the shares of the Issuer held by them. Mr. Garden is a member of Trian Fund Management GP, LLC, which is the general partner of Trian Management, and therefore is in a position to determine the investment and voting decisions made by Trian Management on behalf of the Trian Entities.

2. (FN 1, contd.) Accordingly, Mr. Garden may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the shares beneficially owned by the Trian Entities. The Reporting Persons disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein and this report shall not be deemed an admission that the Reporting Persons are the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Mr. Garden is a director of the Issuer.

3. Each of Trian Onshore, Trian Offshore, Parallel Fund I and the Strategic Fund (collectively, the "Trian Option Holders") have entered into a series of privately negotiated back-to-back call and put transactions with a counterparty through which they acquired an economic interest in the indicated shares.

4. (FN 3, contd.) In these transactions, simultaneously with the purchase of each call option, the Trian Option Holders also sold a put option to the counterparty for the same number of shares pursuant to which, if on the expiration date of the options the exercise price per share of the call option were greater than the closing price of the shares on the expiration date (the "Closing Price"), then the counterparty would be entitled to cause the Trian Option Holders, at their election, to either (i) pay the counterparty an amount in cash equal to the product of (a) the excess of the exercise price per share pursuant to such option (the "Exercise Price") over the Closing Price and (b) the number of shares set forth above or (ii) acquire from the counterparty the number of shares set forth above at the Exercise Price.

5. (FN 4, contd.) The call options are exercisable into shares of common stock of the Issuer at any time, in whole or in part, prior to their expiration date. If a call option is exercised prior to its expiration date, the party exercising the option will receive a cash rebate from the counterparty for the period from the day after the exercise date to (and including) three business days after the expiration date calculated using a monthly rate equal to USD-FFR-OPEN (as displayed on Bloomberg Screen "FEDSOPEN" [INDEX] [GO] or any successor pages) plus 0.55%.

Remarks:

Exhibit 24.1 POWER OF ATTORNEY Exhibit 24.2 POWER OF ATTORNEY

	Stuart I. Rosen, Attorney-in-Fact for Edward P. Garden	09/30/2011
	Stuart I. Rosen, Attorney-in-Fact for Edward P. Garden	09/30/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
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