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: Barton Kurt D (EVP Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-02-08	Common stock	A	12234	—	Acquired	45462	Direct
2023-02-08	Common stock	F	4652	$229.66	Disposed	40810	Direct
2023-02-09	Common stock	F	307	$231.97	Disposed	40503	Direct
2023-02-09	Common stock	A	1669	—	Acquired	42172	Direct
2023-02-09	Common stock	M	5000	$73.18	Acquired	47172	Direct
2023-02-09	Common stock	S	5000	$231.21	Disposed	42172	Direct
2023-02-09	Common stock	S	5020	$231.21	Disposed	37152	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-02-09	Employee stock option	$232.73	A	6156	Acquired	2033-02-09	Common stock (6156.0)	Direct
2023-02-08	Employee stock option	$73.18	M	5000	Disposed	2027-02-08	Common stock (5000.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common stock	2670	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 300 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 2009 Stock Incentive Plan. The shares subject to this option vested and became excercisable as follows: 33 1/3% on February 8, 2018, 33 1/3% on February 8, 2019, and 33 1/3% on February 8, 2020.

F7: This transaction was made pursuant to a 10b5-1 plan established by Mr. Barton on November 11, 2022.

F8: 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.