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

Feb 19, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2013-02-15

Reporting Person: ADAMS JOHN C JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-15	Common stock	M	7000	$26.52	Acquired	14972	Direct
2013-02-15	Common stock	S	7000	$105.00	Disposed	7972	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-15	Non-qualified stock options	$26.52	M	7000	Disposed	2017-06-15	Common stock (7000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred stock units	$26.52		Common stock (754)	754	Direct
Deferred stock units	$18.20		Common stock (1098)	1098	Direct

Footnotes

F1: This transaction was made pursuant to a 10b5-1 plan established by Mr. Adams on 11/15/2012.

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.