TRACTOR SUPPLY CO /DE/ — Director's Dealing 2018

Feb 7, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2017-08-16

Reporting Person: PARRISH BENJAMIN F JR (EVP General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-08-16	Common stock	G	1680	—	Disposed	12213	Direct
2017-08-16	Common stock	G	2971	—	Disposed	471	Indirect
2017-08-16	Common stock	G	4651	—	Acquired	14651	Indirect
2018-02-05	Common stock	F	478	$69.21	Disposed	11735	Direct
2018-02-07	Common stock	A	5213	—	Acquired	16948	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-07	Employee stock option	$67.28	A	37003	Acquired	2028-02-07	Common stock (37003.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	338	Indirect
Common stock	338	Indirect

Footnotes

F1: Shares transferred on the date indicated to a grantor retained annuity trust in which the reporting person has investment control.

F2: 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.

F3: 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.

F4: Granted pursuant to the Tractor Supply Company 2009 Stock Incentive Plan. In general, the shares subject to this option vest and become exercisable as follows: 33 1/3% on February 7, 2019, 33 1/3% on Feburary 7, 2020 and 33 1/3% on February 7, 2021.