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

Sep 10, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-09-08

Reporting Person: WRIGHT JAMES F (Director, Chairman / CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-08	Common Stock	G	16866	$0.00	Disposed	245728	Direct
2010-09-08	Common Stock	G	16866	$0.00	Acquired	25844	Indirect
2010-09-08	Common Stock	S	10200	$37.00	Disposed	15644	Indirect
2010-09-08	Common stock	M	70000	$4.4538	Acquired	315728	Direct
2010-09-08	Common stock	S	70000	$37.00	Disposed	245728	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-08	Employee stock option	$4.4538	M	70000	Disposed	2012-01-24	Common stock (70000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	8356	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$9.82	2013-01-23	Common stock (160000)	160000	Direct
Employee stock option	$21.325	2014-01-22	Common stock (90000)	90000	Direct
Employee stock option	$16.34	2014-10-01	Common stock (75000)	75000	Direct
Employee stock option	$18.1975	2015-02-02	Common stock (30000)	30000	Direct
Employee stock option	$18.1975	2015-02-02	Common stock (30000)	30000	Direct
Employee stock option	$18.1975	2015-02-02	Common stock (30000)	30000	Direct
Employee stock option	$18.1975	2015-02-02	Common stock (30000)	30000	Direct
Employee stock option	$30.635	2016-02-09	Common stock (53332)	53332	Direct
Employee stock option	$30.635	2016-02-09	Common stock (53334)	53334	Direct
Employee stock option	$30.635	2016-02-09	Common stock (53334)	53334	Direct
Employee stock option	$23.0825	2017-02-07	Common stock (39666)	39666	Direct
Employee stock option	$23.0825	2017-02-07	Common stock (39666)	39666	Direct
Employee stock option	$23.0825	2017-02-07	Common stock (39668)	39668	Direct
Employee stock option	$19.225	2018-02-06	Common stock (53552)	53552	Direct
Employee stock option	$19.225	2018-02-06	Common stock (53554)	53554	Direct
Employee stock option	$19.225	2018-02-06	Common stock (53554)	53554	Direct
Restricted stock units	$19.225		Common stock (40736)	40736	Direct
Employee stock option	$17.1775	2019-02-04	Common stock (82924)	82924	Direct
Employee stock option	$17.1775	2019-02-04	Common stock (82924)	82924	Direct
Employee stock option	$17.1775	2019-02-04	Common stock (82924)	82924	Direct
Restricted stock units	$17.1775		Common stock (109550)	109550	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (55940)	55940	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (55940)	55940	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (55938)	55938	Direct
Restricted stock units	$26.2075		Common stock (46864)	46864	Direct

Footnotes

F1: Transaction represents a transfer of shares held under direct ownership to the Wright Grandchildren's Trust Account.

F2: On September 2, 2010, the common stock of Tractor Supply Company split 2-for-1, resulting in the reporting person's ownership of 131,297 additional shares of common stock.

F3: On September 2, 2010, the common stock of Tractor Supply Company split 2-for-1, resulting in the trust's ownership of 4,489 additional shares of common stock.

F4: Transaction represents the sale of 10,200 shares (adjusted for the 2-for-1 stock split paid by the Company on September 2, 2010) held under the Wright Grandchildren's Trust account pursuant to a 10b5-1 plan executed by Mr. Wright.

F5: Transaction represents exercise of 70,000 options (adjusted for 2-for-1 split paid by the Company on September 2, 2010) pursuant to a 10b5-1 plan executed by Mr. Wright.

F6: On September 2, 2010, the common stock of Tractor Supply Company split 2-for-1, resulting in the reporting person's ownership of 4,178 additional shares of common stock.

F7: This option was previously reported as covering 105,000 shares at an exercise price of $8.9075 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F8: This option was previously reported as covering 80,000 shares at an exercise price of $19.64 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F9: This option was previously reported as covering 45,000 shares at an exercise price of $42.65 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F10: This option was previously reported as covering 37,500 shares at an exercise price of $32.68 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F11: This option was previously reported as covering 15,000 shares at an exercise price of $36.395 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F12: This option was previously reported as covering 26,666 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F13: Fractional shares are rounded to the closest whole number.

F14: This option was previously reported as covering 26,667 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F15: This option was previously reported as covering 19,833 shares at an exercise price of $46.165 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F16: This option was previously reported as covering 19,834 shares at an exercise price of $46.165 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F17: This option was previously reported as covering 26,776 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F18: This option was previously reported as covering 26,777 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F19: Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

F20: These restricted stock units were previously reported as covering 20,368 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F21: The restricted stock units vest at the end of the third anniversary of the date of grant.

F22: This option was previously reported as covering 41,462 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F23: These restricted stock units were previously reported as covering 54,775 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F24: This option was previously reported as covering 27,970 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F25: This option was previously reported as covering 27,969 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F26: These restricted stock units were previously reported as covering 23,432 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.