TRACTOR SUPPLY CO /DE/ — Director's Dealing 2019

Feb 8, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2019-02-06

Reporting Person: SANDFORT GREGORY A (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-06	Common stock	A	24229	—	Acquired	83550	Direct
2019-02-07	Common stock	A	29579	—	Acquired	113129	Direct
2019-02-06	Common stock	F	3879	$89.835	Disposed	109250	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-06	Employee stock option	$89.59	A	85985	Acquired	2029-02-06	Common stock (85985.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	86296	Indirect
Common stock	105855	Indirect
Common stock	37420	Indirect
Common stock	1230	Indirect

Footnotes

F1: Shares were acquired pursuant to a grant of restricted stock units (RSUs) under the Tractor Supply Company 2018 Omnibus Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock. The RSUs vest as follows: 33 1/3% on February 6, 2020, 33 1/3% on February 6, 2021 and 33 1/3% on February 6, 2022.

F2: Represents a vesting of performance-based share units (PSUs) for the period ended December 29, 2018, as certified by the Compensation Committee on February 6, 2019. Each PSU entitles the reporting person to receive one share of common stock. The PSUs vest as follows: 33 1/3% on February 7, 2019, 33 1/3% on February 7, 2020, and 33 1/3% on February 7, 2021.

F3: This transaction represents the number of shares withheld to satisfy tax withholding liabilities upon the vesting of performance-based share units.

F4: Granted pursuant to the 2018 Omnibus Incentive Plan. In general, the shares subject to this option vest and become exercisable as follows: 33 1/3% on February 6, 2020, 33 1/3% on February 6, 2021, and 33 1/3% on February 6, 2022.