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

Feb 7, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2014-02-05

Reporting Person: SANDFORT GREGORY A (Director, President-CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-05	Common stock	A	12746	—	Acquired	45754	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-05	Common stock	$63.55	A	41257	Acquired	2024-02-05	Common stock (41257.0)	Direct
2014-02-05	Common stock	$63.55	A	41257	Acquired	2024-02-05	Common stock (41257.0)	Direct
2014-02-05	Common stock	$63.55	A	41257	Acquired	2024-02-05	Common stock (41257.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	11682	Indirect
Common stock	86296	Indirect
Common stock	75414	Indirect
Common stock	9092	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$13.1038	2020-02-03	Common stock (41132.0)	41132	Direct
Employee stock option	$13.1038	2020-02-03	Common stock (41132.0)	41132	Direct
Employee stock option	$25.8475	2021-02-02	Common stock (25896.0)	25896	Direct
Employee stock option	$25.8475	2021-02-02	Common stock (25896.0)	25896	Direct
Employee stock option	$25.8475	2021-02-02	Common stock (25896.0)	25896	Direct
Employee stock option	$42.54	2022-02-08	Common stock (22636.0)	22636	Direct
Employee stock option	$42.54	2022-02-08	Common stock (22636.0)	22636	Direct
Employee stock option	$42.54	2022-02-08	Common stock (22636.0)	22636	Direct
Employee stock option	$51.495	2023-02-07	Common stock (37334.0)	37334	Direct
Employee stock option	$51.495	2023-02-07	Common stock (37334.0)	37334	Direct
Employee stock option	$51.495	2023-02-07	Common stock (37332.0)	37332	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 at the end of the third anniversary date of the grant.