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: VELLA KIMBERLY D (SVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-08	Common stock	M	4500	$50.60	Acquired	5430	Direct
2010-02-08	Common stock	F	1191	$50.60	Disposed	4239	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-08	Restricted stock units	$50.60	M	4500	Disposed		Common stock (4500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2528	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock options	$8.9075	2012-01-24	Common stock (3334)	3333	Direct
Employee stock options	$19.64	2013-01-23	Common stock (3333)	3333	Direct
Employee stock options	$19.64	2013-01-23	Common stock (305)	305	Direct
Employee stock options	$42.65	2014-01-22	Common stock (2500)	2500	Direct
Employee stock options	$42.65	2014-01-22	Common stock (2500)	2500	Direct
Employee stock options	$42.65	2014-01-22	Common stock (2500)	2500	Direct
Employee stock options	$36.395	2015-02-02	Common stock (1875)	1875	Direct
Employee stock options	$36.395	2015-02-02	Common stock (1875)	1875	Direct
Employee stock options	$36.395	2015-02-02	Common stock (1875)	1875	Direct
Employee stock options	$36.395	2015-02-02	Common stock (1875)	1875	Direct
Employee stock options	$61.27	2016-02-09	Common stock (3333)	3333	Direct
Employee stock options	$61.27	2016-02-09	Common stock (3333)	3333	Direct
Employee stock options	$61.27	2016-02-09	Common stock (3334)	3334	Direct
Employee stock options	$46.165	2017-02-07	Common stock (5000)	5000	Direct
Employee stock options	$46.165	2017-02-07	Common stock (5000)	5000	Direct
Employee stock options	$46.165	2017-02-07	Common stock (5000)	5000	Direct
Employee stock options	$38.45	2018-02-06	Common stock (6882)	6882	Direct
Employee stock options	$38.45	2018-02-06	Common stock (6882)	6882	Direct
Employee stock options	$38.45	2018-02-06	Common stock (6882)	6882	Direct
Restricted stock units	$38.45		Common stock (5235)	5235	Direct
Employee stock options	$34.355	2019-02-04	Common stock (5455)	5455	Direct
Employee stock options	$34.355	2019-02-04	Common stock (5456)	5456	Direct
Employee stock options	$34.355	2019-02-04	Common stock (5456)	5456	Direct
Restricted stock units	$34.355		Common stock (7207)	7207	Direct
Employee stock options	$52.415	2020-02-03	Common stock (4113)	4113	Direct
Employee stock options	$52.415	2020-02-03	Common stock (4113)	4113	Direct
Employee stock options	$52.415	2020-02-03	Common stock (4114)	4114	Direct
Restricted stock units	$52.415		Common stock (3446)	3446	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 4,500 restricted stock units on February 7, 2007 pursuant to the Tractor Supply Company 2006 Stock Incentive Plan. 1,191 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.