FASTENAL CO — Director's Dealing 2012

Apr 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FASTENAL CO (FAST)
CIK: 0000815556
Period of Report: 2012-04-17

Reporting Person: Rucinski Steven A (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-04-17	Employee Stock Option (Right to Buy)	$54	A	37500	Acquired	2021-05-31	Common Stock (37500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6528	Direct
Common Stock	6192	Indirect
Common Stock	120	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$22.5	2016-05-31	Common Stock (75000)	75000	Direct
Employee Stock Option (Right to Buy)	$35	2019-05-31	Common Stock (50000)	50000	Direct

Footnotes

F1: The options will fully vest and become exercisable over a period of five years, with 50% of the option vesting and becoming exercisable half way 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 grant of the option occurring after the initial vesting date.

F2: The options will fully vest and become exercisable over a period of eight years, with 50% of the option vesting and becoming exercisable half way through the relevant vesting period, and the remainder vesting and becoming exercisable proportionately on each anniversary of the date of grant of the option occurring after the initial vesting date.

F3: Shares attributed to reporting person's account within issuer's 401(K) Plan as of December 31, 2011.

F4: The options will fully vest and become exercisable over a period of seven years, with 50% of the option vesting and becoming exercisable half way through the relevant vesting period, and the remainder vesting and becoming exercisable proportionately on each anniversary of the date of grant of the option occurring after the initial vesting date.

F5: Shares held jointly with reporting person's spouse.