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

Feb 4, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2013-01-31

Reporting Person: WRIGHT JAMES F (Director, Chairman-CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common stock	M	160000	$30.635	Acquired	466644	Direct
2013-01-31	Common Stock	S	160000	$102.50	Disposed	306644	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Employee stock option	$30.635	M	53332	Disposed	2016-02-09	Common stock (53332)	Direct
2013-01-31	Employee stock option	$30.635	M	53334	Disposed	2016-02-09	Common stock (53334)	Direct
2013-01-31	Employee stock option	$30.635	M	53334	Disposed	2016-02-09	Common stock (53334)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2651	Indirect
Common stock	15644	Indirect
Common stock	9201	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$23.0825	2017-02-07	Common stock (39666)	39666	Direct
Employee stock option	$23.0825	2017-02-07	Common stock (39666)	39666	Direct
Employee stock option	$23.0825	2017-02-07	Common stock (39668)	39668	Direct
Employee stock option	$19.225	2018-02-06	Common stock (53552)	53552	Direct
Employee stock option	$19.225	2018-02-06	Common stock (53554)	53554	Direct
Employee stock option	$19.225	2018-02-06	Common stock (48353)	48353	Direct
Restricted stock units	$19.225		Common stock (40736)	40736	Direct
Employee stock option	$17.1175	2019-02-04	Common stock (82924)	82924	Direct
Employee stock option	$17.1175	2019-02-04	Common stock (82924)	82924	Direct
Employee stock option	$17.1175	2019-02-04	Common stock (82924)	82924	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (55940)	55940	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (55940)	55940	Direct
Employee stock option	$26.2075	2020-02-03	Common stock (55938)	55938	Direct
Restricted stock units	$26.2075		Common stock (46864)	46864	Direct
Employee stock option	$51.695	2021-02-02	Common stock (35218)	35218	Direct
Employee stock option	$51.695	2021-02-02	Common stock (35219)	35219	Direct
Employee stock option	$51.695	2021-02-02	Common stock (35218)	35219	Direct
Employee stock option	$85.08	2022-02-08	Common stock (30785)	30785	Direct
Employee stock option	$85.08	2022-02-08	Common stock (30785)	30785	Direct
Employee stock option	$85.08	2022-02-08	Common stock (30785)	30785	Direct

Footnotes

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

F2: Transaction was made pursuant to a 10b5-1 plan executed by Mr. Wright on 11/13/2012.