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

Mar 11, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2013-03-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-03-08	Common Stock	M	3625	$51.6950	Acquired	10767	Direct
2013-03-08	Common Stock	S	3625	$104.75	Disposed	7142	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-03-08	Employee Stock Option	$51.695	M	3625	Disposed	2021-02-02	Common Stock (3625)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	721	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$39.515	2020-10-27	Common Stock (2879)	2879	Direct
Employee Stock Option	$51.695	2021-02-02	Common Stock (3625)	3625	Direct
Employee Stock Option	$85.08	2022-02-08	Common Stock (3169)	3169	Direct
Employee Stock Option	$85.08	2022-02-08	Common Stock (3169)	3169	Direct
Employee Stock Option	$85.08	2022-02-08	Common Stock (3169)	3169	Direct
Employee Stock Option	$102.99	2023-02-07	Common Stock (3989)	3989	Direct
Employee Stock Option	$102.99	2023-02-07	Common Stock (3989)	3989	Direct
Employee Stock Option	$102.99	2023-02-07	Common Stock (3988)	3988	Direct

Footnotes

F1: This transaction was made pursuant to a 10b5-1 plan established by Mr. Downing on 2/21/2013.