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

Mar 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2014-03-26

Reporting Person: Mills Robert D (SVP-Chief Information Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-26	Common stock	A	2088	—	Acquired	2088	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-26	Employee stock option	$71.84	A	20278	Acquired	2024-03-26	Common stock (20278.0)	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 March 26, 2015, 33 1/3% on March 26, 2016, and 33 1/3% on March 26, 2017.