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^*

Crudele Anthony 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)
	EVP-Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2012

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	01/12/2012		M⁽²⁾		5,000	A⁽²⁾	$23.0825	37,054	D
Common stock	01/12/2012		S⁽²⁾		5,000	D⁽²⁾	$78.35	32,054	D
Common stock	01/12/2012		M⁽²⁾		10,000	A⁽²⁾	$30.635	42,054	D
Common stock	01/12/2012		S⁽²⁾		10,000	D⁽²⁾	$79.5	32,054	D
Common stock								6,143	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	$24.1025							09/26/2007	09/26/2015	Common stock	148		148	D
Employee stock option	$24.1025							09/26/2008	09/26/2015	Common stock	4,148		4,148	D
Employee stock option	$24.1025							09/26/2009	09/26/2015	Common stock	4,148		4,148	D
Employee stock option	$24.1025							09/26/2010	09/26/2015	Common stock	4,556		4,556	D
Employee stock option	$30.635	01/12/2012		M⁽²⁾			10,000⁽²⁾	02/09/2009	02/09/2016	Common stock	10,000	$0	0	D
Employee stock option	$23.0825	01/12/2012		M⁽²⁾			5,000⁽²⁾	02/07/2009	02/07/2017	Common stock	12,332	$0	7,332	D
Employee stock option	$23.0825							02/07/2010	02/07/2017	Common stock	12,668		12,668	D
Employee stock option	$19.225							02/06/2011	02/06/2018	Common stock	11,817		11,817	D
Employee stock option	$17.1175							02/04/2011	02/04/2019	Common stock	19,640		19,640	D
Employee stock option	$17.1175							02/04/2012	02/04/2019	Common stock	19,640		19,640	D
Restricted stock units	$17.1175⁽¹⁾							02/04/2012	⁽¹⁾	Common stock	25,946⁽¹⁾		25,946⁽¹⁾	D
Employee stock option	$26.2075							02/03/2011	02/03/2020	Common stock	14,808		14,808	D
Employee stock option	$26.2075							02/03/2012	02/03/2020	Common stock	14,808		14,808	D
Employee stock option	$26.2075							02/03/2013	02/03/2020	Common stock	14,806		14,806	D
Restricted stock units	$26.2075⁽¹⁾							02/03/2013	⁽¹⁾	Common stock	12,406⁽¹⁾		12,406⁽¹⁾	D
Employee stock option	$51.695							02/02/2012	02/02/2021	Common stock	9,322		9,322	D
Employee stock option	$51.695							02/02/2013	02/02/2021	Common stock	9,323		9,323	D
Employee stock option	$51.695							02/02/2014	02/02/2021	Common stock	9,323		9,323	D

Explanation of Responses:

1. Restricted stock units vest at the end of the third anniversary of the date of grant and will be distributed to the reporting person on that date unless a deferral is elected.

2. Transaction represents an exercise and sale of options pursuant to a 10b5-1 plan executed by Mr. Crudele on 10/31/2011.

Remarks:

	Anthony F. Crudele by: /s/ Kurt D. Barton, as Attorney-in-fact	01/13/2012
	** 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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