SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WRIGHT JAMES F

(Last)

(First)

(Middle)

200 POWELL PLACE

(Street)

BRENTWOOD

37027

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TRACTOR SUPPLY CO /DE/ [ TSCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman-CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2011

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	02/09/2011		G⁽⁴⁾		48,204	A	$0	267,541	D
Common stock	02/09/2011		G⁽⁴⁾		48,204	D	$0	0	I	Grantor Retained Annuity Trust
Common stock								2,651	I	2010 Grandchildren's Trust
Common stock								15,644⁽¹⁾	I	Trust
Common stock								8,356⁽¹⁾	I	Stock purchase plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee stock option	$9.82							01/23/2006	01/23/2013	Common stock	50,000		60,000	D
Employee stock option	$21.325⁽¹⁾							01/22/2007	01/22/2014	Common stock	90,000⁽¹⁾		90,000⁽¹⁾	D
Employee stock option	$16.34⁽¹⁾							10/01/2007	10/01/2014	Common stock	75,000⁽¹⁾		75,000⁽¹⁾	D
Employee stock option	$18.1975⁽¹⁾							02/02/2007	02/02/2015	Common stock	30,000⁽¹⁾		30,000⁽¹⁾	D
Employee stock option	$18.1975⁽¹⁾							02/02/2008	02/02/2015	Common stock	30,000⁽¹⁾		30,000⁽¹⁾	D
Employee stock option	$18.1975⁽¹⁾							02/02/2009	02/02/2015	Common stock	30,000⁽¹⁾		30,000⁽¹⁾	D
Employee stock option	$18.1975⁽¹⁾							02/02/2010	02/02/2015	Common stock	30,000⁽¹⁾		30,000⁽¹⁾	D
Employee stock option	$30.635⁽¹⁾							02/09/2007	02/09/2016	Common stock	53,332⁽¹⁾⁽³⁾		53,332⁽¹⁾⁽³⁾	D
Employee stock option	$30.635							02/09/2008	02/09/2016	Common stock	53,334⁽¹⁾⁽³⁾		53,334⁽¹⁾⁽³⁾	D
Employee stock option	$30.635⁽¹⁾							02/09/2009	02/09/2016	Common stock	53,334⁽¹⁾⁽³⁾		53,334⁽¹⁾⁽³⁾	D
Employee stock option	$23.0825⁽¹⁾							02/07/2008	02/07/2017	Common stock	39,666⁽¹⁾⁽³⁾		39,666⁽¹⁾⁽³⁾	D
Employee stock option	$23.0825⁽¹⁾							02/07/2009	02/07/2017	Common stock	39,666⁽¹⁾⁽³⁾		39,666⁽¹⁾⁽³⁾	D
Employee stock option	$23.0825⁽¹⁾							02/07/2010	02/07/2017	Common stock	39,668⁽¹⁾⁽³⁾		39,668⁽¹⁾⁽³⁾	D
Employee stock option	$19.225⁽¹⁾							02/06/2009	02/06/2018	Common stock	53,552⁽¹⁾⁽³⁾		53,552⁽¹⁾⁽³⁾	D
Employee stock option	$19.225⁽¹⁾							02/06/2010	02/06/2018	Common stock	53,554⁽¹⁾⁽³⁾		53,554⁽¹⁾⁽³⁾	D
Employee stock option	$19.225⁽¹⁾							02/06/2011	02/06/2018	Common stock	53,554⁽¹⁾⁽³⁾		53,554⁽¹⁾⁽³⁾	D
Restricted stock units	$19.225⁽¹⁾							02/06/2011⁽¹⁾	⁽²⁾	Common stock	40,736⁽¹⁾		40,736⁽¹⁾	D
Employee stock option	$17.1775⁽¹⁾							02/04/2010	02/04/2019	Common stock	82,924⁽¹⁾		82,924⁽¹⁾	D
Employee stock option	$17.1775⁽¹⁾							02/04/2011	02/04/2019	Common stock	82,924⁽¹⁾		82,924⁽¹⁾	D
Employee stock option	$17.1775⁽¹⁾							02/04/2012	02/04/2019	Common stock	82,924⁽¹⁾		82,924⁽¹⁾	D
Restricted stock units	$17.1775⁽¹⁾							02/04/2012	⁽²⁾	Common stock	109,550⁽¹⁾		109,550⁽¹⁾	D
Employee stock option	$26.2075⁽¹⁾							02/03/2011	02/03/2020	Common stock	55,940⁽¹⁾		55,940⁽¹⁾	D
Employee stock option	$26.2075⁽¹⁾							02/03/2012	02/03/2020	Common stock	55,940⁽¹⁾		55,940⁽¹⁾	D
Employee stock option	$26.2075⁽¹⁾							02/03/2013	02/03/2020	Common stock	55,938⁽¹⁾		55,938⁽¹⁾	D
Restricted stock units	$26.2075							02/03/2013	⁽²⁾	Common stock	46,864⁽¹⁾		46,864⁽¹⁾	D
Employee stock option	$51.695							02/02/2012	02/02/2021	Common stock	35,218		35,218	D
Employee stock option	$51.695							02/02/2013	02/02/2021	Common stock	35,219		35,219	D
Employee stock option	$51.695							02/02/2014	02/02/2021	Common stock	35,218		35,219	D

Explanation of Responses:

1. Exercise price and shares have been adjusted to reflect the 2-for-1 stock split that occurred on September 2, 2010.

2. The restricted stock units vest at the end of the third anniversary of the date of grant and will be delivered to reporting person on that date.

3. Fractional shares are rounded to the nearest whole number.

4. Transaction represents transfer of shares from GRAT to Direct Ownership.

Remarks:

	James F. Wright by: /s/ Kurt D. Barton, as Attorney-in-fact	02/11/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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