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

Dec 7, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-12-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-12-03	Common stock	M	13000	$24.1025	Acquired	23090	Direct
2010-12-03	Common stock	S	13000	$45.9111	Disposed	10090	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-12-03	Employee stock option	$24.1025	M	7500	Disposed	2015-09-26	Common stock (7500)	Direct
2010-12-03	Employee stock option	$24.1025	M	5500	Disposed	2015-09-26	Common stock (5500)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	5553	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$24.1025	2015-09-26	Common stock (7500)	7500	Direct
Employee stock option	$24.1025	2015-09-26	Common stock (7500)	7500	Direct
Employee stock option	$30.635	2016-02-06	Common stock (13332)	13332	Direct
Employee stock option	$30.635	2016-02-09	Common stock (13334)	13334	Direct
Employee stock option	$30.635	2016-02-09	Common stock (13334)	13334	Direct
Employee stock option	$23.0825	2017-02-07	Common stock (12666)	12666	Direct
Employee stock option	$23.0825	2017-02-07	Common stock (12666)	12666	Direct
Employee stock option	$23.0825	2017-02-07	Common stock (12668)	12668	Direct
Employee stock option	$19.225	2018-02-06	Common stock (17018)	17018	Direct
Restricted stock units	$19.225		Common stock (12944)	12944	Direct
Employee stock option	$17.1175	2019-02-04	Common stock (19640)	19640	Direct
Employee stock option	$17.1175	2019-02-04	Common stock (19640)	19640	Direct
Restricted stock units	$17.1175		Common stock (25946)	25946	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (14808)	14808	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (14808)	14808	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (14806)	14806	Direct
Restricted stock units	$26.2075		Common stock (12406)	12406	Direct

Footnotes

F1: Exercise price and shares have been adjusted to reflect 2-for-1 stock split that occurred on September 2, 2010.

F2: Restricted stock units vest at the end of the third anniversary of the date of grant and will be distributed to the reporting person at that time.

F3: Fractional shares are rounded to the nearest whole number.

F4: Transaction represents exercise of options pursuant to a 10b5-1 plan executed by Mr. Crudele.