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

Feb 14, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2014-02-12

Reporting Person: VELLA KIMBERLY D (SVP-Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-12	Common stock	M	10358	$25.8475	Acquired	33282	Direct
2014-02-12	Common stock	S	10358	$65.874	Disposed	22924	Direct
2014-02-12	Common stock	M	9054	$42.54	Acquired	31978	Direct
2014-02-12	Common stock	S	9054	$65.8742	Disposed	22924	Direct
2014-02-12	Common stock	M	7978	$51.495	Acquired	30902	Direct
2014-02-12	Common stock	S	7978	$65.857	Disposed	22924	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-12	Employee stock option	$25.8475	M	10358	Disposed	2021-02-02	Common stock (10358.0)	Direct
2014-02-12	Employee stock option	$42.54	M	9054	Disposed	2022-02-08	Common stock (18108.0)	Direct
2014-02-12	Employee stock option	$51.495	M	7978	Disposed	2023-02-07	Common stock (23932.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	9300	Indirect
Common stock	2811	Indirect

Footnotes

F1: 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 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.

F3: 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 7, 2014, 33 1/3% on February 7, 2015, and 33 1/3% of February 7, 2016.