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

Nov 24, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-11-19

Reporting Person: WRIGHT JAMES F (Chairman-CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-11-19	Common stock	G	50855	—	Disposed	199531	Direct
2010-11-19	Common stock	G	2651	—	Acquired	2651	Indirect
2010-11-19	Common stock	G	48204	—	Acquired	48204	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	15644	Indirect
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: Exercise price and shares have been adjusted to reflect the 2-for-1 stock split that occurred on September 2, 2010.

F2: The restricted stock units vest at the end of the third anniversary of the date of grant and will be delivered to reporting person on that date.

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

F4: This transaction represents the gift of shares of TSC common stock into a trust for the benefit of the reporting person's grandchildren. This represents a new trust established in 2010 and is in addition to the grandchildren's trust already in existence. The reporting person's spouse is the trustee of the trust.

F5: This transaction represents the gift of shares of TSC common stock to a grantor retained annuity trust (GRAT) for the benefit of the reporting person's adult children. The reporting person's spouse is the trustee of the GRAT.

F6: On November 19, 2010, the reporting person gifted shares of TSC common stock to two trust accounts, 2,651 to the grandchildren's trust and 48,204 to a grantor retained annuity trust. The reporting person's spouse is the trustee of each of these trust accounts.