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

Sep 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2010-09-03

Reporting Person: RUTA STANLEY L (EVP-COO/Store Ops)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-09-03	Common Stock	M	40000	$9.82	Acquired	105694	Direct
2010-09-03	Common Stock	S	40000	$36.50	Disposed	65694	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2010-09-03	Employee Stock Option	$9.82	M	40000	Disposed	2013-01-23	Common stock (40000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	10991	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$21.325	2014-01-22	Common stock (30000)	30000	Direct
Employee Stock Option	$18.1975	2015-02-02	Common stock (7500)	7500	Direct
Employee Stock Option	$18.1975	2015-02-02	Common stock (7500)	7500	Direct
Employee Stock Option	$18.1975	2015-02-02	Common stock (7500)	7500	Direct
Employee Stock Option	$18.1975	2015-02-02	Common stock (7500)	7500	Direct
Employee Stock Option	$30.635	2016-02-09	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 (17016)	17016	Direct
Employee Stock Option	$19.225	2018-02-06	Common stock (17018)	17018	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	$17.1775	2019-02-04	Common stock (19640)	19640	Direct
Employee Stock Option	$17.1775	2019-02-04	Common stock (19640)	19640	Direct
Employee Stock Option	$17.1775	2019-02-04	Common stock (19640)	19640	Direct
Restricted stock units	$17.1775		Common stock (25946)	25946	Direct
Employee stock options	$26.2075	2020-02-03	Common stock (14808)	14808	Direct
Employee stock options	$26.2075	2020-02-03	Common stock (14808)	14808	Direct
Employee stock options	$26.2075	2020-02-03	Common stock (14806)	14806	Direct
Restricted stock units	$26.2075		Common stock (12406)	12406	Direct

Footnotes

F1: Transaction represents exercise of 40,000 options (adjusted for 2-for-1 stock split paid by the Company on September 2, 2010) pursuant to a 10b5-1 plan executed by Mr. Ruta.

F2: On September 2, 2010, the common stock of Tractor Supply Company split 2-for-1, resulting in the reporting person's ownership of 32,847 additional shares of common stock.

F3: On September 2, 2010, the common stock of Tractor Supply Company split 2-for-1, resulting in the reporting person's ownership of 5,495 additional shares of common stock.

F4: This option was previously reported as covering 20,000 shares at an exercise price of $19.64 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F5: This option was previously reported as covering 15,000 shares at an exercise price of $42.65 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F6: This option was previously reported as covering 3,750 shares at an exercise price of $36.395 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F7: This option was previously reported as covering 6,666 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F8: Number of shares are rounded to the nearest whole number.

F9: This option was previously reported as covering 6,667 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F10: This option was previously reported as covering 6,333 shares at an exercise price of $46.165 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F11: This option was previously reported as covering 6,334 shares at an exercise price of $46.165 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F12: This option was previously reported as covering 8,508 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F13: This option was previously reported as covering 8,509 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F14: Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

F15: This option was previously reported as covering 6,472 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F16: The restricted stock units vest at the end of the third anniversary of the date of grant.

F17: This option was previously reported as covering 9,820 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F18: This option was previously reported as covering 12,973 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F19: This option was previously reported as covering 7,404 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F20: This option was previously reported as covering 7,403 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

F21: This option was previously reported as covering 6,203 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.