TRACTOR SUPPLY CO /DE/ — Director's Dealing 2013

Dec 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2013-12-20

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-20	Common stock	M	20718	$25.8475	Acquired	42928	Direct
2013-12-20	Common stock	S	20718	$75.1412	Disposed	22210	Direct
2013-12-20	Common stock	M	9056	$42.54	Acquired	31266	Direct
2013-12-20	Common stock	S	9056	$75.0436	Disposed	22210	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-20	Employee stock option	$25.8475	M	10360	Disposed	2021-02-02	Common stock (10360.0)	Direct
2013-12-20	Employee stock option	$25.8475	M	10358	Disposed	2021-02-02	Common stock (10358.0)	Direct
2013-12-20	Employee stock option	$42.54	M	9056	Disposed	2022-02-08	Common stock (9056.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	9300	Indirect
Common stock	2750	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$25.8475	2021-02-02	Common stock (10358.0)	10358	Direct
Employee stock option	$42.54	2022-02-08	Common stock (9054.0)	9054	Direct
Employee stock option	$42.54	2022-02-08	Common stock (9054.0)	9054	Direct
Employee stock option	$51.495	2023-02-07	Common stock (7978.0)	7978	Direct
Employee stock option	$51.495	2023-02-07	Common stock (7978.0)	7978	Direct
Employee stock option	$51.495	2023-02-07	Common stock (7976.0)	7976	Direct

Footnotes

F1: This transaction represents exercise of options (adjusted for the 2-for-1 stock split that occurred on 9/26/2013) pursuant to a 10b5-1 plan established by Ms. Vella on 11/15/2013.

F2: Exercise price and share amounts have been adjusted to reflect the 2-for-1 stock split that occurred on 9/26/2013.