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: 2014-10-28

Reporting Person: Downing Lee J (Senior VP Store Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-28	Common stock	M	7250	$25.8475	Acquired	21111	Direct
2014-10-28	Common stock	S	7250	$73.0631	Disposed	13861	Direct
2014-10-28	Common stock	M	6338	$42.54	Acquired	20199	Direct
2014-10-28	Common stock	S	6338	$73.0256	Disposed	13861	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-28	Employee stock option	$25.8475	M	7250	Disposed	2021-02-02	Employee stock option (7250.0)	Direct
2014-10-28	Employee stock option	$42.54	M	6338	Disposed	2022-02-08	Employee stock option (12676.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2191	Indirect

Footnotes

F1: 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.

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 February 8, 2013, 33 1/3% on February 8, 2014, and 33 1/3% of February 8, 2015.