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^*

Soderberg John Lewis

(Last)

(First)

(Middle)

1757 SNOWFLAKE PLACE

(Street)

ONALASKA

54650

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FASTENAL CO [ FAST ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
05/07/2020

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	05/07/2020		M		20,000	A	$27	20,000	D
Common Stock	05/07/2020		S		20,000	D	$38.2339	0	D
Common Stock								10,030⁽³⁾	I	Held in 401(K) Plan
Common Stock								958⁽⁴⁾	I	Held in custodian account for Daugther
Common Stock								920⁽⁵⁾	I	Held in custodian account for Son
Common Stock								888⁽⁶⁾	I	Held in custodian account for Daughter

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 (Right to Buy)	$27⁽²⁾	05/07/2020		M			20,000⁽²⁾	⁽¹⁾	05/31/2021	Common Stock	20,000⁽²⁾	$0	0	D

Explanation of Responses:

1. The option will fully vest and become exercisable over a period of eight years, with 50% of the option vesting and becoming exercisable half way though the relevant vesting period, and the remainder vesting and becoming exercisable proportionately thereafter.

2. The option was previously reported in a filing on 4/21/2016 as covering 10,000 securities at a strike price of $54 and the amounts reported were adjusted to reflect a 2-for-1 stock split on 5/22/2019.

3. Shares attributed to reporting person's account within issuer's 401(K) as of 5/9/2020 and the amounts are adjusted to reflect the stock split on 5/22/2019 during which an approximate 5,781 additional shares were acquired. Also, an approximate 468 additional shares were acquired since the reporting person's prior report filed on 5/3/2019.

4. An additional 479 shares were acquired in connection with the issuer's 2-for-1 stock split on 5/22/2019 and reporting person disclaims beneficial ownership of these shares.

5. An additional 460 shares were acquired in connection with the issuer's 2-for-1 stock split on 5/22/2019 and reporting person disclaims beneficial ownership of these shares.

6. An additional 444 shares were acquired in connection with the issuer's 2-for-1 stock split on 5/22/2019 and reporting person disclaims beneficial ownership of these shares.

	John J. Milek-Attorney-in-Fact	05/11/2020
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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