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

Feb 8, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2013-02-07

Reporting Person: PARRISH BENJAMIN F JR (SVP - General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-07	Common Stock	A	1456	—	Acquired	7672	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-07	Employee Stock Option	$102.99	A	3989	Acquired	2023-02-07	Common Stock (3989)	Direct
2013-02-07	Employee Stock Option	$102.99	A	3989	Acquired	2023-02-07	Common Stock (3989)	Direct
2013-02-07	Employee Stock Option	$102.99	A	3988	Acquired	2023-02-07	Common Stock (3988)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	825	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee Stock Option	$39.515	2020-10-27	Common Stock (2880)	2880	Direct
Employee Stock Option	$39.515	2020-10-27	Common Stock (2879)	2879	Direct
Employee Stock Option	$39.515	2020-10-27	Common Stock (2879)	2879	Direct
Employee Stock Option	$51.695	2021-02-02	Common Stock (3626)	3626	Direct
Employee Stock Option	$51.695	2021-02-02	Common Stock (3625)	3625	Direct
Employee Stock Option	$51.695	2021-02-02	Common Stock (3625)	3625	Direct
Employee Stock Option	$85.08	2022-02-08	Common Stock (4528)	4528	Direct
Employee Stock Option	$85.08	2022-02-08	Common Stock (4527)	4527	Direct
Employee Stock Option	$85.08	2022-02-08	Common Stock (4527)	4527	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 at the end of the third anniversary date of the grant.