TRACTOR SUPPLY CO /DE/ — Director's Dealing 2016

Jun 1, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2016-05-31

Reporting Person: Barbarick Steve K (President & CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-31	Common stock	M	7250	$25.8475	Acquired	52385	Direct
2016-05-31	Common stock	M	4000	$42.54	Acquired	56385	Direct
2016-05-31	Common stock	S	7250	$96.59	Disposed	49135	Direct
2016-05-31	Common stock	S	4000	$96.59	Disposed	45135	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-31	Employee stock option	$25.8475	M	7250	Disposed	2021-02-02	Common stock (7250.0)	Direct
2016-05-31	Employee stock option	$42.54	M	4000	Disposed	2022-02-08	Common stock (4000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2421	Indirect
Common stock	4772	Indirect

Footnotes

F1: This transaction was made pursuant to a 10b5-1 plan established by Mr. Barbarick on April 27, 2016.

F2: Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vested and became 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.

F3: Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vested and became exercisable as follows: 33 1/3% on February 8, 2013, 33 1/3% on February 8, 2014, and 33 1/3% on February 8, 2015.