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

Feb 4, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-02	Common stock	F	1651	$66.38	Disposed	20559	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	9300	Indirect
Common stock	2811	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Employee stock option	$25.8475	2021-02-02	Common stock (10358.0)	10358	Direct
Employee stock option	$42.54	2022-02-08	Common stock (9054.0)	9054	Direct
Employee stock option	$42.54	2022-02-08	Common stock (9054.0)	9054	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: This transaction represents the number of shares withheld to satisfy tax withholding liabilities incident to the lapse of vesting restrictions on the restricted stock units.