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: ADAMS JOHN C JR (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-01-31	Common stock	M	4000	$18.2025	Acquired	11972	Direct
2013-01-31	Common stock	S	4000	$101.60	Disposed	7972	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-01-31	Non-qualified stock options	$18.20	M	4000	Disposed	2018-05-01	Common stock (4000)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Non-qualified stock options	$26.52	2017-06-15	Common stock (7000)	7000	Direct
Deferred stock units	$26.52		Common stock (754)	754	Direct
Deferred stock units	$18.20		Common stock (1098)	1098	Direct

Footnotes

F1: 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.

F2: This transaction was made pursuant to a 10b5-1 plan established by Mr. Adams on 11/15/2012.