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 TN 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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chairman-CEO
3. Date of Earliest Transaction (Month/Day/Year)
10/24/2011
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)
Code V Amount (A) or (D) Price
Common stock 10/24/2011 M(2) 73,921 A(2) $21.325 367,837 D
Common stock 10/24/2011 S(2) 73,921 D(2) $73.95 293,916 D
Common stock 2,651 I 2010 Grandchildren's Trust
Common stock 15,644 I Trust
Common stock 8,856 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option $21.325 10/24/2011 M(2) 73,921(2) 01/22/2007 01/22/2014 Common stock 85,311 $0 11,390 D
Employee stock option $16.34 10/01/2007 10/01/2014 Common stock 75,000 75,000 D
Employee stock option $18.1975 02/02/2007 02/02/2015 Common stock 30,000 30,000 D
Employee stock option $18.1975 02/02/2008 02/02/2015 Common stock 24,505 24,505 D
Employee stock option $18.1975 02/02/2009 02/02/2015 Common stock 24,505 24,505 D
Employee stock option $18.1975 02/02/2010 02/02/2015 Common stock 24,505 24,505 D
Employee stock option $30.635 02/09/2007 02/09/2016 Common stock 53,332 53,332 D
Employee stock option $30.635 02/09/2008 02/09/2016 Common stock 53,334 53,334 D
Employee stock option $30.635 02/09/2009 02/09/2016 Common stock 53,334 53,334 D
Employee stock option $23.0825 02/07/2008 02/07/2017 Common stock 39,666 39,666 D
Employee stock option $23.0825 02/07/2009 02/07/2017 Common stock 39,666 39,666 D
Employee stock option $23.0825 02/07/2010 02/07/2017 Common stock 39,668 39,668 D
Employee stock option $19.225 02/06/2009 02/06/2018 Common stock 53,552 53,552 D
Employee stock option $19.225 02/06/2010 02/06/2018 Common stock 53,554 53,554 D
Employee stock option $19.225 02/06/2011 02/06/2018 Common stock 48,353 48,353 D
Restricted stock units $19.225 02/06/2011 (1) Common stock 40,736(1) 40,736(1) D
Employee stock option $17.1775 02/04/2010 02/04/2019 Common stock 82,924 82,924 D
Employee stock option $17.1775 02/04/2011 02/04/2019 Common stock 82,924 82,924 D
Employee stock option $17.1775 02/04/2012 02/04/2019 Common stock 82,924 82,924 D
Restricted stock units $17.1775 02/04/2012 (1) Common stock 109,550(1) 109,550(1) D
Employee stock option $26.2075 02/03/2011 02/03/2020 Common stock 55,940 55,940 D
Employee stock option $26.2075 02/03/2012 02/03/2020 Common stock 55,940 55,940 D
Employee stock option $26.2075 02/03/2013 02/03/2020 Common stock 55,938 55,938 D
Restricted stock units $26.2075 02/03/2013 (1) 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. 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 unless a deferral is elected.
2. Shares were exercised and sold pursuant to a 10b5-1 plan initiated by Mr. Wright on 8/15/2011.
Remarks:
James F. Wright by: /s/ Kurt D. Barton, as Attorney-in-fact 10/26/2011
** 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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