TRACTOR SUPPLY CO /DE/ — Director's Dealing 2023

Feb 10, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TRACTOR SUPPLY CO /DE/ (TSCO)
CIK: 0000916365
Period of Report: 2023-02-08

Reporting Person: Ordus John P (EVP Chief Stores Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-08	Common stock	A	5708	—	Acquired	17014	Direct
2023-02-08	Common stock	F	1892	$229.66	Disposed	15122	Direct
2023-02-09	Common stock	F	123	$231.97	Disposed	14999	Direct
2023-02-09	Common stock	A	890	—	Acquired	15889	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-09	Employee stock option	$232.73	A	3283	Acquired	2033-02-09	Common stock (3283.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	424	Indirect

Footnotes

F1: Represents a vesting of performance-based share units (PSUs) for the period ended December 31, 2022, as certified by the Compensation Committee on February 8, 2023. Each PSU entitles the reporting person to receive one share of common stock. The PSUs vested in full on February 8, 2023.

F2: Direct ownership reflects a correction to the number of shares withheld to satisfy tax withholding liabilities previously reported on a Form 4 on February 7, 2023. The prior Form 4 over-reported the tax withholding by 75 shares.

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 represents the number of shares withheld to satisfy tax withholding liabilities incident to the lapse of vesting restrictions on the restricted stock units.

F5: 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, 2024, 33 1/3% on February 9, 2025 and 33 1/3% on February 9, 2026.

F6: 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, 2024, 33 1/3% on February 9, 2025, and 33 1/3% on February 9, 2026.