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

Feb 5, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-02-03

Reporting Person: SANDFORT GREGORY A (EVP - Chief Merchandis Officer)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-02-03	Employee stock options	$52.415	A	10283	Acquired	2020-02-03	Common stock (10283)	Direct
2010-02-03	Employee stock options	$52.415	A	10283	Acquired	2020-02-03	Common stock (10283)	Direct
2010-02-03	Employee stock options	$52.415	A	10283	Acquired	2020-02-03	Common stock (10283)	Direct
2010-02-03	Restricted stock units	$52.415	A	8615	Acquired		Common stock (8615)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	7121	Direct
Common stock	1399	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock options	$40.485	2017-11-05	Common stock (6333)	5666	Direct
Employee stock options	$40.485	2017-11-05	Common stock (6333)	5667	Direct
Employee stock options	$40.485	2017-11-05	Common stock (6334)	5667	Direct
Restricted stock units	$40.485		Common stock (5500)	5500	Direct
Employee stock options	$38.45	2018-02-06	Common stock (8508)	8508	Direct
Employee stock options	$38.45	2018-02-06	Common stock (8509)	8509	Direct
Employee stock options	$38.45	2018-02-06	Common stock (8509)	8509	Direct
Restricted stock units	$38.45		Common stock (6472)	6472	Direct
Employee stock options	$34.355	2019-02-04	Common stock (9820)	9820	Direct
Employee stock options	$34.355	2019-02-04	Common stock (9820)	9820	Direct
Employee stock options	$34.355	2019-02-04	Common stock (9820)	9820	Direct
Restricted stock units	$34.355		Common stock (12973)	12973	Direct

Footnotes

F1: Fractional shares are rounded to the nearest whole number.

F2: Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

F3: The restricted stock units vest at the end of the third anniversary of the date of grant. Vested shares will be delivered to the reporting person on that anniversay date.