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

Feb 6, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2013-02-03

Reporting Person: SANDFORT GREGORY A (Pres-Chief Merchandising Offcr)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-03	Common stock	M	17230	$103.41	Acquired	98394	Direct
2013-02-03	Common stock	F	5845	$103.41	Disposed	92549	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-03	Restricted stock units	$26.2075	M	17230	Disposed		Common stock (17230)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	4317	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$17.1175	2019-02-04	Common stock (19640)	19640	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (20566)	20566	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (20566)	20566	Direct
Employee stock option	$51.695	2021-02-02	Common stock (12948)	12948	Direct
Employee stock option	$51.695	2021-02-02	Common stock (12948)	12948	Direct
Employee stock option	$51.695	2021-02-02	Common stock (12948)	12948	Direct

Footnotes

F1: The restricted stock units vest at the end of the third anniversary of the date of the grant and will be distributed to the reporting person on that date unless a deferral is elected.

F2: In accordance with the grant agreement, the restricted stock units vest on the third anniversary of the date of grant. This transaction represents the vesting of those units that were awarded and the conversion to shares of common stock as reflected on Table I.

F3: This transaction represents the number of shares withheld to satisfy tax withholding liabilities incident to the lapse of vesting restrictions on the restricted stock units.