FASTENAL CO — Director's Dealing 2013

Feb 21, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FASTENAL CO (FAST)
CIK: 0000815556
Period of Report: 2013-02-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-20	Common Stock	M	8000	$22.50	Acquired	199000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-20	Employee Stock Option (Right to Buy)	$22.5	M	8000	Disposed	2015-05-31	Common Stock (8000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	20000	Indirect
Common Stock	10000	Indirect
Common Stock	6307	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 the remainder becoming exercisable incrementally (14%, 14%, 14% and 8%) on each anniversary of the date of the grant of the option 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 becoming exercisable incrementally (20%, 20% and 10%) on each anniversary of the date of the grant of the option after the initial vesting date.

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

F4: Shares attributed to reporting person's account within issuer's 401(K) Plan as of December 31, 2012.