TRACTOR SUPPLY CO /DE/ — Director's Dealing 2014

Dec 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2014-12-10

Reporting Person: Crudele Anthony F (EVP Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-12-10	Common stock	M	5232	$13.1038	Acquired	169748	Direct
2014-12-10	Common stock	S	5232	$78.0443	Disposed	164516	Direct
2014-12-10	Common stock	M	5936	$25.8475	Acquired	170452	Direct
2014-12-10	Common stock	S	5936	$78.0443	Disposed	164516	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-12-10	Employee stock option	$13.1038	M	5232	Disposed	2020-02-03	Common stock (5232.0)	Direct
2014-12-10	Employee stock option	$25.8475	M	5936	Disposed	2021-02-02	Common stock (55936.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	56128	Indirect
Common stock	56128	Indirect
Common stock	13624	Indirect

Footnotes

F1: This transaction was made pursuant to a 10b5-1 plan established by Mr. Crudele on 11/07/2014.

F2: Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vested and became exercisable as follows: 33 1/3% on February 3, 2011, 33 1/3% on Feburary 3, 2012 and 33 1/3% on February 3, 2013.

F3: Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vested and became exercisable as follows: 33 1/3% on February 2, 2012, 33 1/3% on Feburary 2, 2013 and 33 1/3% on February 2, 2014.