FASTENAL CO — Director's Dealing 2014

Apr 25, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FASTENAL CO (FAST)
CIK: 0000815556
Period of Report: 2014-04-22

Reporting Person: Polipnick Gary A. (Executive Vice President)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-04-22	Employee Stock Option (Right to Buy)	$56	A	80000	Acquired	2023-05-31	Common Stock (80000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	54307	Direct
Common Stock	1735	Direct
Common Stock	898	Indirect
Common Stock	1796	Indirect
Common Stock	896	Indirect
Common Stock	3672	Indirect
Common Stock	0	Indirect
Common Stock	5898	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option (Right to Buy)	$54	2021-05-31	Common Stock (2500)	2500	Direct
Employee Stock Option (Right to Buy)	$27	2018-05-31	Common Stock (30000)	30000	Direct
Employee Stock Option (Right to Buy)	$22.5	2016-05-31	Common Stock (10000)	10000	Direct

Footnotes

F1: Shares maintained in a self-directed IRA.

F2: Reporting person disclaims beneficial owenership of these shares.

F3: Reporting person's spouse serves as a Trustee of a Trust for the benefit of spouse's sibling.

F4: Reporting person relinquished investment and voting power to these shares owned by his adult daughter in June of 2012.

F5: Shares attributed to reporting persons's account within issuer's 401(K) Plan as of April 23, 2014.

F6: The options will vest and become exercisable over a period of five years, with 50% of the options vesting and becoming exercisable half way through the relevant vesting period and the remainder vesting and becoming exercisable incrementally (20%, 20% and 10%) on each anniversary of the initial vesting date (with the final 10% vesting and becoming exercisable on May 1).

F7: The options will vest and become exercisable over a period of eight years, with 50% of the options vesting and becoming exercisable half way through the relevant vesting period and the remainder vesting and becoming exercisable proportionately on each anniversary of the grant thereafter.