FASTENAL CO — Director's Dealing 2010

Nov 29, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FASTENAL CO (FAST)
CIK: 0000815556
Period of Report: 2010-11-24

Reporting Person: GOSTOMSKI MICHAEL M (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-24	Common Stock	G	47978	—	Acquired	446882	Indirect
2010-11-24	Common Stock	J	172022	$53.93	Acquired	618904	Indirect
2010-11-24	Common Stock	G	47978	—	Disposed	29300	Indirect
2010-11-24	Common Stock	J	172022	$53.93	Disposed	0	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-11-24	Forward sale contract (obligation to sell)	$	J	220000	Acquired	2011-11-23	Common Stock (220000)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2223	Direct
Common Stock	2223	Indirect
Common Stock	12000	Indirect

Footnotes

F1: Shares held in reporting person's revocable living trust for which the reporting person has voting and investment power; the revocable living trust is also party to forward sale contract described in Table II.

F2: Reporting person's revocable living trust received 172,022 Fastenal common shares from his spouse's grantor retained annuity trust in exchange for $9,277,146.

F3: Shares held in reporting person's spouse's revocable living trust for which the spouse has voting and investment power.

F4: Shares held in a charitable remainder unit trust for which the reporting person and his spouse share voting and investment power.

F5: On November 24, 2010, the reporting person entered into a prepaid variable forward contract with an unaffiliated third-party buyer. The contract obligates the reporting person to deliver to the buyer up to 220,000 shares of Fastenal Company common stock (or, at the reporting person's election, an equivalent amount of cash based on the market price of Fastenal common stock at that time) on the maturity date of the contract (November 23, 2011). In exchange for assuming this obligation, the reporting person will receive a cash payment of $9,438,000. The reporting person pledged 220,000 Fastenal common shares (the "Pledged Shares") to secure his obligations under the contract, and retains dividend and voting rights in the Pledged Shares during the term of the pledge.

F6: (continued from footnote 5) The number of Fastenal common shares to be delivered to the buyer on the maturity date is to be determined as follows: (i) if the closing price of Fastenal common stock on the maturity date (the "Settlement Price") is less than or equal to $48.54 (the "Floor Price"), the reporting person will deliver to the buyer all of the Pledged Shares; (ii) if the Settlement Price is between the Floor Price and $70.11 (the "Cap Price"), the reporting person will deliver to the buyer a number of Fastenal common shares equal to 220,000 times the Floor Price divided by the Settlement Price; and (iii) if the Settlement Price is greater than the Cap Price, the reporting person will deliver to the buyer a number of Fastenal common shares equal to 220,000 times a fraction whose numerator is the Floor Price plus the difference between the Settlement Price and the Cap Price, and whose denominator is the Settlement Price.