TRACTOR SUPPLY CO /DE/ — Director's Dealing 2010

Feb 10, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-02-08

Reporting Person: Crudele Anthony F (EVP-Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-08	Common stock	M	5500	$50.60	Acquired	6500	Direct
2010-02-08	Common stock	F	1455	$50.60	Disposed	5045	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-08	Restricted stock units	$50.60	M	5500	Disposed		Common stock (5500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2460	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$48.205	2015-09-26	Common stock (3750)	3750	Direct
Employee stock option	$48.205	2015-09-26	Common stock (3750)	3750	Direct
Employee stock option	$48.205	2015-09-26	Common stock (3750)	3750	Direct
Employee stock option	$48.205	2015-09-26	Common stock (3750)	3750	Direct
Employee stock option	$61.27	2016-02-09	Common stock (6666)	6666	Direct
Employee stock option	$61.27	2016-02-09	Common stock (6667)	6667	Direct
Employee stock option	$61.27	2016-02-09	Common stock (6667)	6667	Direct
Employee stock option	$46.165	2017-02-07	Common stock (6333)	6333	Direct
Employee stock option	$46.165	2017-02-07	Common stock (6333)	6333	Direct
Employee stock option	$46.165	2017-02-07	Common stock (6334)	6334	Direct
Employee stock option	$38.45	2018-02-06	Common stock (8508)	8508	Direct
Employee stock option	$38.45	2018-02-06	Common stock (8509)	8509	Direct
Employee stock option	$38.45	2018-02-06	Common stock (8509)	8509	Direct
Restricted stock units	$38.45		Common stock (6472)	6472	Direct
Employee stock option	$34.355	2019-02-04	Common stock (9820)	9820	Direct
Employee stock option	$34.355	2019-02-04	Common stock (9820)	9820	Direct
Employee stock option	$34.355	2019-02-04	Common stock (9820)	9820	Direct
Restricted stock units	$34.355		Common stock (12973)	12973	Direct
Employee stock options	$52.415	2020-02-03	Common stock (7404)	7404	Direct
Employee stock options	$52.415	2020-02-03	Common stock (7404)	7404	Direct
Employee stock options	$52.415	2020-02-03	Common stock (7403)	7403	Direct
Restricted stock units	$52.415		Common stock (6203)	6203	Direct

Footnotes

F1: Represents vesting of restricted stock units granted to reporting person which are convertible to shares of common stock.

F2: Represents the market price at the date of issuance.

F3: The reporting person received a grant of 5,500 restricted stock units on February 7, 2007 pursuant to the Tractor Supply Company 2006 Stock Incentive Plan. 1,455 shares were withheld to satisfy tax withholding liabilities incident to the lapse of vesting restrictions on the restricted stock units on February 8, 2010.

F4: Fractional shares are rounded to the nearest whole number.

F5: In accordance with the grant agreement, the restricted stock units vest on the third anniversary of the date of grant. At the time of grant, the units were reported on Table II as an acquisition of units. This transaction represents the vesting of those restricted stock units that were awarded on February 7, 2007 and the conversion to shares of common stock which are reflected on Table I.

F6: The restricted stock units vest at the end of the third anniversary of the date of grant.

F7: Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.