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: Downing Lee J (Senior VP Store Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-05	Common stock	A	4257	—	Acquired	13861	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-05	Common stock	$63.55	A	13753	Acquired	2024-02-05	Common stock (13753.0)	Direct
2014-02-05	Common stock	$63.55	A	13752	Acquired	2024-02-05	Common stock (13752.0)	Direct
2014-02-05	Common stock	$63.55	A	13752	Acquired	2024-02-05	Common stock (13752.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	1903	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$25.8475	2021-02-02	Common stock (7250.0)	7250	Direct
Employee stock option	$42.54	2022-02-08	Common stock (6338.0)	6338	Direct
Employee stock option	$42.54	2022-02-08	Common stock (6338.0)	6338	Direct
Employee stock option	$51.495	2023-02-07	Common stock (7978.0)	7978	Direct
Employee stock option	$51.495	2023-02-07	Common stock (7978.0)	7978	Direct
Employee stock option	$51.495	2023-02-07	Common stock (7976.0)	7976	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.