FASTENAL CO — Director's Dealing 2012

Aug 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FASTENAL CO (FAST)
CIK: 0000815556
Period of Report: 2012-08-14

Reporting Person: LUNDQUIST NICHOLAS J (Executive Vice-President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-14	Common Stock	M	25000	$22.5	Acquired	146000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-14	Employee Stock Option (Right to Buy)	$22.50	M	25000	Disposed	2015-05-31	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect
Common Stock	10000	Indirect
Common Stock	6180	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$54	2021-05-31	Common Stock (37500)	37500	Direct

Footnotes

F1: This option (100,000) will fully vest and become exercisable over a period of seven years, with 50% of the option vesting and becoming exercisable halfway through the relevant vesting period and becoming exercisable on each anniversary of the date of the grant of the option occuring after the initial vesting date.

F2: This option (37,500) will fully vest and become exercisable over a period of five years, with 50% of the option vesting and becoming exercisable halfway through the relevant vesting period and the remainder vesting and becoming exercisable incrementally (20%, 20% and 10% respectively) on each anniversary of the date of the grant of the option occuring after the initial vesting date.

F3: The reporting party disclaims beneficial ownership of these shares.

F4: Shares attributed to reporting person's account within issuer's 401(K) Plan as of June 30, 2012.