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

Oct 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2014-10-29

Reporting Person: FRAZELL CHAD MICHAEL (SVP-Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-29	Common stock	A	2037	—	Acquired	2037	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-29	Employee stock option	$73.61	A	19818	Acquired	2024-10-29	Employee stock option (19818.0)	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 on the third anniversary of the grant date.

F2: Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option will vest and become exercisable as follows: 33 1/3% on October 29, 2015, 33 1/3% on October 29, 2016, and 33 1/3% on October 29, 2017.