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

Oct 24, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2013-10-22

Reporting Person: WRIGHT JAMES F (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-22	Common stock	M	300	$8.5588	Acquired	680498	Direct
2013-10-22	Common stock	S	300	$70	Disposed	680198	Direct
2013-10-24	Common stock	M	139700	$8.5588	Acquired	819898	Direct
2013-10-24	Common stock	S	139700	$70	Disposed	680198	Direct
2013-10-24	Common stock	M	145862	$8.5588	Acquired	826060	Direct
2013-10-24	Common stock	S	145862	$72.50	Disposed	680198	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-22	Employee stock option	$8.5588	M	131696	Disposed	2019-02-04	Common stock (131696.0)	Direct
2013-10-24	Employee stock option	$8.5588	M	154166	Disposed	2019-02-04	Common stock (154166.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	5302	Indirect
Common stock	31288	Indirect
Common stock	18956	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Restricted stock units	$9.6125		Common stock (81472.0)	81472	Direct
Employee stock option	$13.1038	2020-02-03	Common stock (111880.0)	111880	Direct
Employee stock option	$13.1038	2020-02-03	Common stock (111880.0)	111880	Direct
Employee stock option	$13.1038	2020-02-03	Common stock (111876.0)	111876	Direct
Employee stock option	$25.8475	2021-02-02	Common stock (70436.0)	70436	Direct
Employee stock option	$25.8475	2021-02-02	Common stock (70438.0)	70438	Direct
Employee stock option	$25.8475	2021-02-02	Common stock (70438.0)	70438	Direct
Employee stock option	$42.54	2022-02-08	Common stock (61570.0)	61570	Direct
Employee stock option	$42.54	2022-02-08	Common stock (61570.0)	61570	Direct
Employee stock option	$42.54	2022-02-08	Common stock (61570.0)	61570	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 Mr. Wright on 5/7/2013.

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

F3: The restricted stock units vest at the end of the third anniversay of the date of grant and will be delivered to reporting person on that date unless a deferral is elected.