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

May 4, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2016-05-02

Reporting Person: Barbarick Steve K (President & CMO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-05-02	Common stock	A	1315	—	Acquired	45135	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-05-02	Employee stock option	$94.66	A	13882	Acquired	2026-05-02	Common stock (13882.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2421	Indirect
Common stock	4772	Indirect

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 on the third anniversary of the grant date.

F2: Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option will vest and become exercisable as follows: 33 1/3% on May 2, 2017, 33 1/3% on May 2, 2018, and 33 1/3% on May 2, 2019.