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: 2018-02-05

Reporting Person: FRAZELL CHAD MICHAEL (SVP Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-02-05	Common stock	F	495	$69.21	Disposed	6774	Direct
2018-02-07	Common stock	A	2369	—	Acquired	9143	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-02-07	Employee stock option	$67.28	A	16819	Acquired	2028-02-07	Common stock (16819.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	638	Indirect

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.

F2: Includes 12 shares that have been reclassified from indirect holdings previously reported under the Employee Stock Purchase Plan.

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.