TRACTOR SUPPLY CO /DE/ — Director's Dealing 2022

Feb 11, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2022-02-09

Reporting Person: Lawton III Harry A (Director, President & CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2022-02-09	Common stock	A	8194	—	Acquired	60478	Direct
2022-02-09	Common stock	A	56942	—	Acquired	117420	Direct
2022-02-09	Common stock	F	22407	$216.94	Disposed	95013	Direct
2022-02-10	Common stock	S	900	$219.79	Disposed	94113	Direct
2022-02-10	Common stock	S	2870	$220.70	Disposed	91243	Direct
2022-02-10	Common stock	S	5389	$221.54	Disposed	85854	Direct
2022-02-10	Common stock	S	3307	$222.39	Disposed	82547	Direct
2022-02-10	Common stock	S	4939	$223.46	Disposed	77608	Direct
2022-02-10	Common stock	S	2045	$224.37	Disposed	75563	Direct
2022-02-10	Common stock	S	599	$225.22	Disposed	74964	Direct
2022-02-10	Common stock	G	1273	—	Disposed	73691	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-09	Employee stock option	$221.95	A	35056	Acquired	2032-02-09	Common stock (35056.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	475	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 will vest, subject to conditions, as follows: 33 1/3% on February 9, 2023, 33 1/3% on February 9, 2024 and 33 1/3% on February 9, 2025.

F2: Represents a vesting of performance-based share units (PSUs) for the period ended December 25, 2021, as certified by the Compensation Committee on February 9, 2022. Each PSU entitles the reporting person to receive one share of common stock. The PSUs vested in full on February 9, 2022.

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

F4: This transaction was made pursuant to a 10b5-1 plan established by Mr. Lawton on August 11, 2021.

F5: The reporting person undertakes to provide to Tractor Supply Company, and security holder of Tractor Supply Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 6 - 12.

F6: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.71 to $219.89, inclusive.

F7: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.22 to $220.97, inclusive.

F8: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.03 to $221.98, inclusive.

F9: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.00 to $222.97, inclusive.

F10: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.00 to $223.97, inclusive.

F11: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.01 to $224.91, inclusive.

F12: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.13 to $225.41, inclusive.

F13: Reflects the gift of common stock to a charitable donor advised fund.

F14: Granted pursuant to the Tractor Supply Company 2018 Omnibus Incentive Plan. The shares subject to this option will vest, subject to conditions, and become exercisable as follows: 33 1/3% on February 9, 2023, 33 1/3% on February 9, 2024, and 33 1/3% on February 9, 2025.