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

May 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2013-05-02

Reporting Person: JAMISON CYNTHIA T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-05-02	Common stock	A	806	$105.33	Acquired	14686	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified stock option	$32.2225	2016-05-04	Common stock (4000)	4000	Direct
Deferred stock units	$32.2225		Common stock (620)	620	Direct
Deferred stock units	$25.6425		Common stock (780)	780	Direct
Deferred stock units	$18.2025		Common stock (1098)	1098	Direct

Footnotes

F1: Shares were acquired pursuant to a grant of restricted stock units (RSUs) under the Tractor Supply Company 2009 Stock Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock. The RSUs vest one year from the date of the grant.

F2: Vested shares will be delivered to the reporting person one year following the date on which the reporting person's services as a director of the Company terminates.