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

Nov 1, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2013-10-31

Reporting Person: Downing Lee J (Senior VP Store Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-10-31	Common stock	M	5758	$19.7575	Acquired	20042	Direct
2013-10-31	Common stock	S	5758	$71.0147	Disposed	14284	Direct
2013-10-31	Common stock	M	6338	$42.54	Acquired	20622	Direct
2013-10-31	Common stock	S	6338	$70.7955	Disposed	14284	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-10-31	Employee stock option	$19.7575	M	5758	Disposed	2020-10-27	Common stock (5758.0)	Direct
2013-10-31	Employee stock option	$42.54	M	6338	Disposed	2022-02-08	Common stock (6338.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	1805	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$25.8475	2021-02-02	Common stock (7250.0)	7250	Direct
Employee stock option	$42.54	2022-02-08	Common stock (6338.0)	6338	Direct
Employee stock option	$42.54	2022-02-08	Common stock (6338.0)	6338	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: Exercise price and share amounts have been adjusted to reflect the 2-for-1 stock split that occurred on 9/26/2013.