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: WRIGHT JAMES F (Director, Chairman / CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-02-08	Common stock	M	17000	$50.60	Acquired	137494	Direct
2010-02-08	Common stock	F	6197	$50.60	Disposed	131297	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-08	Restricted stock units	$50.60	M	17000	Disposed		Common stock (17000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	3713	Indirect
Common stock	4489	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$3.3574	2011-01-25	Common stock (90216)	90216	Direct
Employee stock option	$8.9075	2012-01-24	Common stock (105000)	105000	Direct
Employee stock option	$19.64	2013-01-23	Common stock (80000)	80000	Direct
Employee stock option	$42.65	2014-01-22	Common stock (45000)	45000	Direct
Employee stock option	$32.68	2014-10-01	Common stock (37500)	37500	Direct
Employee stock option	$36.395	2015-02-02	Common stock (15000)	15000	Direct
Employee stock option	$36.395	2015-02-02	Common stock (15000)	15000	Direct
Employee stock option	$36.395	2015-02-02	Common stock (15000)	15000	Direct
Employee stock option	$36.395	2015-02-02	Common stock (15000)	15000	Direct
Employee stock option	$61.27	2016-02-09	Common stock (26666)	26666	Direct
Employee stock option	$61.27	2016-02-09	Common stock (26667)	26667	Direct
Employee stock option	$61.27	2016-02-09	Common stock (26667)	26667	Direct
Employee stock option	$46.165	2017-02-07	Common stock (19833)	19833	Direct
Employee stock option	$46.165	2017-02-07	Common stock (19833)	19833	Direct
Employee stock option	$46.165	2017-02-07	Common stock (19834)	19834	Direct
Employee stock option	$38.45	2018-02-06	Common stock (26776)	26776	Direct
Employee stock option	$38.45	2018-02-06	Common stock (26777)	26777	Direct
Employee stock option	$38.45	2018-02-06	Common stock (26777)	26777	Direct
Restricted stock units	$38.45		Common stock (20368)	20368	Direct
Employee stock option	$34.355	2019-02-04	Common stock (41462)	41462	Direct
Employee stock option	$34.355	2019-02-04	Common stock (41462)	41462	Direct
Employee stock option	$34.355	2019-02-04	Common stock (41462)	41462	Direct
Restricted stock units	$34.355		Common stock (54775)	54775	Direct
Employee stock option	$52.415	2020-02-03	Common stock (27970)	27970	Direct
Employee stock option	$52.415	2020-02-03	Common stock (27970)	27970	Direct
Employee stock option	$52.415	2020-02-03	Common stock (27969)	27969	Direct
Restricted stock units	$52.415		Common stock (23432)	23432	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 17,000 restricted stock units on February 7, 2007 pursuant to the Tractor Supply Company 2006 Stock Incentive Plan. 6,197 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 closest 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.