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

Sep 16, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-09-14

Reporting Person: VELLA KIMBERLY D (SVP - Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-14	Common stock	M	5663	$18.1975	Acquired	18875	Direct
2010-09-14	Common stock	S	5663	$37.50	Disposed	13212	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-14	Employee stock options	$18.1975	M	1913	Disposed	2015-02-02	Common stock (1913)	Direct
2010-09-14	Employee stock options	$18.1975	M	3750	Disposed	2015-02-02	Common stock (3750)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	574	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock options	$21.325	2014-01-22	Common stock (5000)	5000	Direct
Employee stock options	$21.325	2014-01-22	Common stock (5000)	5000	Direct
Employee stock options	$21.325	2014-01-22	Common stock (5000)	5000	Direct
Employee stock options	$30.635	2016-02-09	Common stock (6666)	6666	Direct
Employee stock options	$30.635	2016-02-09	Common stock (6666)	6666	Direct
Employee stock options	$30.635	2016-02-09	Common stock (6668)	6668	Direct
Employee stock options	$23.0825	2017-02-07	Common stock (10000)	10000	Direct
Employee stock options	$23.0825	2017-02-07	Common stock (10000)	10000	Direct
Employee stock options	$23.0825	2017-02-07	Common stock (10000)	10000	Direct
Employee stock options	$19.225	2018-02-06	Common stock (13764)	13764	Direct
Employee stock options	$19.225	2018-02-06	Common stock (13764)	13764	Direct
Employee stock options	$19.225	2018-02-06	Common stock (13764)	13764	Direct
Restricted stock units	$19.225		Common stock (10470)	10470	Direct
Employee stock options	$17.1775	2019-02-04	Common stock (10910)	10910	Direct
Employee stock options	$17.1775	2019-02-04	Common stock (10912)	10912	Direct
Employee stock options	$17.1775	2019-02-04	Common stock (10912)	10912	Direct
Restricted stock units	$17.1775		Common stock (14414)	14414	Direct
Employee stock options	$26.2075	2020-02-03	Common stock (8226)	8226	Direct
Employee stock options	$26.2075	2020-02-03	Common stock (8226)	8226	Direct
Employee stock options	$26.2075	2020-02-03	Common stock (8228)	8228	Direct
Restricted stock units	$26.2075		Common stock (6892)	6892	Direct

Footnotes

F1: Transaction represents the exercise of options (adjusted for the 2-for-1 split paid by the Company on September 2, 2010) pursuant to a 10b5-1 plan executed by Ms. Vella.

F2: This option was previously reported as covering 2,500 shares at an exercise price of $42.65 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F3: This option was previously reported as covering 1,875 shares at an exercise price of $36.395 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F4: This option was previously reported as covering 3,333 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F5: Fractional shares are rounded to the nearest whole number

F6: This option was previously reported as covering 3,334 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F7: This option was previously reported as covering 5,000 shares at an exercise price of $46.165 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F8: This option was previously reported as covering 6,882 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F9: Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

F10: This option was previously reported as covering 5,235 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F11: The restricted stock units vest at the end of the third anniversary of the date of grant.

F12: This option was previously reported as covering 5,455 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F13: This option was previously reported as covering 5,456 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F14: This option was previously reported as covering 7,207 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F15: This option was previously reported as covering 4,113 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F16: This option was previously reported as covering 4,114 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F17: This option was previously reported as covering 3,446 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.