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

Jan 2, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2013-12-31

Reporting Person: JAMISON CYNTHIA T (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common stock	M	8000	$16.1113	Acquired	37372	Direct
2013-12-31	Common stock	S	8000	$77.47	Disposed	29372	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-12-31	Non-qualified stock option	$16.1113	M	8000	Disposed	2016-05-04	Common stock (8000.0)	Direct

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Deferred stock units	$16.1113		Common stock (1240.0)	1240	Direct
Deferred stock units	$12.8213		Common stock (1560.0)	1560	Direct
Deferred stock units	$9.1013		Common stock (2196.0)	2196	Direct

Footnotes

F1: This transaction represents exercise of options (adjusted for the 2-for-1 stock split that occurred on 9/26/2013)pursuant to a 10b5-1 plan established by Ms. Jamison on 8/15/2013.

F2: Exercise price and share amounts have been adjusted to reflect the 2-for-1 stock split that occurred on 9/26/2013.

F3: Vested shares will be delivered to the reporting person one year following the date on which the reporting person's services as a director of the Company terminates.