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^*

VELLA KIMBERLY D

(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)
	SVP - Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2010

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	09/14/2010⁽¹⁾		M⁽¹⁾		5,663	A	$18.1975	18,875	D
Common stock	09/14/2010⁽¹⁾		S⁽¹⁾		5,663	D	$37.5	13,212	D
Common stock								574	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 options	$21.325⁽²⁾							01/22/2005	01/22/2014	Common stock	5,000⁽²⁾		5,000⁽²⁾	D
Employee stock options	$21.325⁽²⁾							01/22/2006	01/22/2014	Common stock	5,000⁽²⁾		5,000⁽²⁾	D
Employee stock options	$21.325⁽²⁾							01/22/2007	01/22/2014	Common stock	5,000⁽²⁾		5,000⁽²⁾	D
Employee stock options	$18.1975⁽³⁾	09/14/2010⁽¹⁾		M⁽¹⁾			1,913	02/02/2009	02/02/2015	Common stock	1,913	$0.00	0	D
Employee stock options	$18.1975⁽³⁾	09/14/2010⁽¹⁾		M⁽¹⁾			3,750	02/02/2010	02/02/2015	Common stock	3,750	$0.00	0	D
Employee stock options	$30.635⁽⁴⁾							02/09/2007	02/09/2016	Common stock	6,666⁽⁴⁾⁽⁵⁾		6,666⁽⁴⁾⁽⁵⁾	D
Employee stock options	$30.635⁽⁴⁾							02/09/2008	02/09/2016	Common stock	6,666⁽⁴⁾⁽⁵⁾		6,666⁽⁴⁾⁽⁵⁾	D
Employee stock options	$30.635⁽⁶⁾							02/09/2009	02/09/2016	Common stock	6,668⁽⁵⁾⁽⁶⁾		6,668⁽⁵⁾⁽⁶⁾	D
Employee stock options	$23.0825⁽⁷⁾							02/07/2008	02/07/2017	Common stock	10,000⁽⁷⁾		10,000⁽⁷⁾	D
Employee stock options	$23.0825⁽⁷⁾							02/07/2009	02/07/2017	Common stock	10,000⁽⁷⁾		10,000⁽⁷⁾	D
Employee stock options	$23.0825⁽⁷⁾							02/07/2010	02/07/2017	Common stock	10,000⁽⁷⁾		10,000⁽⁷⁾	D
Employee stock options	$19.225⁽⁸⁾							02/06/2009	02/06/2018	Common stock	13,764⁽⁸⁾		13,764⁽⁸⁾	D
Employee stock options	$19.225⁽⁸⁾							02/06/2010	02/06/2018	Common stock	13,764⁽⁸⁾		13,764⁽⁸⁾	D
Employee stock options	$19.225⁽⁸⁾							02/06/2011	02/06/2018	Common stock	13,764⁽⁸⁾		13,764⁽⁸⁾	D
Restricted stock units⁽⁹⁾	$19.225⁽¹⁰⁾							02/06/2011	⁽¹¹⁾	Common stock	10,470⁽¹⁰⁾		10,470⁽¹⁰⁾	D
Employee stock options	$17.1775⁽¹²⁾							02/04/2010	02/04/2019	Common stock	10,910⁽⁵⁾⁽¹²⁾		10,910⁽⁵⁾⁽¹²⁾	D
Employee stock options	$17.1775⁽¹³⁾							02/04/2011	02/04/2019	Common stock	10,912⁽⁵⁾⁽¹³⁾		10,912⁽⁵⁾⁽¹³⁾	D
Employee stock options	$17.1775⁽¹³⁾							02/04/2012	02/04/2019	Common stock	10,912⁽⁵⁾⁽¹³⁾		10,912⁽⁵⁾⁽¹³⁾	D
Restricted stock units⁽⁹⁾	$17.1775⁽¹⁴⁾							02/04/2012⁽¹¹⁾	⁽¹¹⁾	Common stock	14,414⁽¹⁴⁾		14,414⁽¹⁴⁾	D
Employee stock options	$26.2075⁽¹⁵⁾							02/03/2011	02/03/2020	Common stock	8,226⁽¹⁵⁾		8,226⁽¹⁵⁾	D
Employee stock options	$26.2075⁽¹⁵⁾							02/03/2012	02/03/2020	Common stock	8,226⁽¹⁵⁾		8,226⁽¹⁵⁾	D
Employee stock options	$26.2075⁽¹⁶⁾							02/03/2013	02/03/2020	Common stock	8,228⁽¹⁶⁾		8,228⁽¹⁶⁾	D
Restricted stock units⁽⁹⁾	$26.2075⁽¹⁷⁾							02/03/2013	⁽¹¹⁾	Common stock	6,892⁽¹⁷⁾		6,892⁽¹⁷⁾	D

Explanation of Responses:

1. Transaction represents the exercise of options (adjusted for the 2-for-1 split paid by the Company on September 2, 2010) pursuant to a 10b5-1 plan executed by Ms. Vella.

2. This option was previously reported as covering 2,500 shares at an exercise price of $42.65 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

3. This option was previously reported as covering 1,875 shares at an exercise price of $36.395 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

4. This option was previously reported as covering 3,333 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

5. Fractional shares are rounded to the nearest whole number

6. This option was previously reported as covering 3,334 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

7. This option was previously reported as covering 5,000 shares at an exercise price of $46.165 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

8. This option was previously reported as covering 6,882 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

9. Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

10. This option was previously reported as covering 5,235 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

11. The restricted stock units vest at the end of the third anniversary of the date of grant.

12. This option was previously reported as covering 5,455 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

13. This option was previously reported as covering 5,456 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

14. This option was previously reported as covering 7,207 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

15. This option was previously reported as covering 4,113 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

16. This option was previously reported as covering 4,114 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

17. This option was previously reported as covering 3,446 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

Remarks:

	Kimberly D. Vella by: /s/ Kurt D. Barton, as Attorney-in-fact	09/16/2010
	** 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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