TRACTOR SUPPLY CO /DE/ — Director's Dealing 2012

Aug 7, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2012-08-03

Reporting Person: VELLA KIMBERLY D (SVP-Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-03	Common stock	M	5203	$19.225	Acquired	24531	Direct
2012-08-03	Common stock	S	5203	$90.00	Disposed	19328	Direct
2012-08-03	Common stock	M	5841	$17.1175	Acquired	25169	Direct
2012-08-03	Common stock	S	5841	$90.00	Disposed	19328	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-03	Employee stock option	$19.225	M	5203	Disposed	2018-02-06	Common stock (5203)	Direct
2012-08-03	Employee stock option	$17.1175	M	5841	Disposed	2019-02-04	Common stock (10912)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	1176	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$17.1175	2019-02-04	Common stock (10911)	10911	Direct
Employee stock option	$17.1175	2019-02-04	Common stock (10911)	10911	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (8226)	8226	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (8227)	8227	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (8227)	8227	Direct
Restricted stock units	$26.2075		Common stock (6892)	6892	Direct
Employee stock option	$51.695	2021-02-02	Common stock (5180)	5180	Direct
Employee stock option	$51.695	2021-02-02	Common stock (5179)	5179	Direct
Employee stock option	$51.695	2021-02-02	Common stock (5179)	5179	Direct
Employee stock option	$51.695	2021-02-02	Common stock (5179)	5179	Direct
Employee stock option	$85.08	2022-02-08	Common stock (4528)	4528	Direct
Employee stock option	$85.08	2022-02-08	Common stock (4527)	4527	Direct
Employee stock option	$85.08	2022-02-08	Common stock (4527)	4527	Direct

Footnotes

F1: Restricted stock units vest at the end of the third anniversary date of the date of grant and will be delivered to the reporting person on that date unless a deferral is elected.

F2: Transaction represents an exercise of options.