FASTENAL CO — Director's Dealing 2013

Jan 28, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FASTENAL CO (FAST)
CIK: 0000815556
Period of Report: 2013-01-24

Reporting Person: Camp Michael Scott (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-24	Common Stock	M	25000	$22.5	Acquired	31376	Direct
2013-01-24	Common Stock	S	25000	$48.4006	Disposed	6376	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-24	Employee Stock Option (Right to Buy)	$22.5	M	25000	Disposed	2016-05-31	Common Stock (25000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10044	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$30	2019-05-31	Common Stock (60000)	60000	Direct
Employee Stock Option (Right to Buy)	$54	2021-05-31	Common Stock (25000)	25000	Direct

Footnotes

F1: 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 proportionally on each anniverasary of the date of the grant of the option occuring after the initial vesting date.

F2: 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 incremenatally (20%, 20% and 10% respectively) on each anniverasary of the date of the grant of the option occuring after the initial vesting date.

F3: Shares jointly owned with reporting person's spouse.

F4: Shares attributed to reporting persons account within issuer's 401(K) Plan as of 12/31/2012.