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^*

RUTA STANLEY L

(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-COO/Store Ops

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2010

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	09/03/2010		M⁽¹⁾		40,000	A	$9.82	105,694⁽²⁾	D
Common Stock	09/03/2010		S⁽¹⁾		40,000	D	$36.5	65,694⁽²⁾	D
Common Stock								10,991⁽³⁾	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⁽¹⁾⁽⁴⁾	09/03/2010		M⁽¹⁾			40,000	01/23/2006	01/23/2013	Common stock	40,000⁽⁴⁾	$0.00	0	D
Employee Stock Option	$21.325⁽⁵⁾							01/22/2007	01/22/2014	Common stock	30,000⁽⁵⁾		30,000⁽⁵⁾	D
Employee Stock Option	$18.1975⁽⁶⁾							02/02/2007	02/02/2015	Common stock	7,500⁽⁶⁾		7,500⁽⁶⁾	D
Employee Stock Option	$18.1975⁽⁶⁾							02/02/2008	02/02/2015	Common stock	7,500⁽⁶⁾		7,500⁽⁶⁾	D
Employee Stock Option	$18.1975⁽⁶⁾							02/02/2009	02/02/2015	Common stock	7,500⁽⁶⁾		7,500⁽⁶⁾	D
Employee Stock Option	$18.1975⁽⁶⁾							02/02/2010	02/02/2015	Common stock	7,500⁽⁶⁾		7,500⁽⁶⁾	D
Employee Stock Option	$30.635⁽⁷⁾							02/09/2007	02/09/2016	Common stock	13,332⁽⁷⁾⁽⁸⁾		13,332⁽⁷⁾⁽⁸⁾	D
Employee Stock Option	$30.635⁽⁹⁾							02/09/2008	02/09/2016	Common stock	13,334⁽⁸⁾⁽⁹⁾		13,334⁽⁸⁾⁽⁹⁾	D
Employee Stock Option	$30.635⁽⁹⁾							02/09/2009	02/09/2016	Common stock	13,334⁽⁸⁾⁽⁹⁾		13,334⁽⁸⁾⁽⁹⁾	D
Employee Stock Option	$23.0825⁽¹⁰⁾							02/07/2008	02/07/2017	Common stock	12,666⁽⁸⁾⁽¹⁰⁾		12,666⁽⁸⁾⁽¹⁰⁾	D
Employee Stock Option	$23.0825⁽¹⁰⁾							02/07/2009	02/07/2017	Common stock	12,666⁽⁸⁾⁽¹⁰⁾		12,666⁽⁸⁾⁽¹⁰⁾	D
Employee Stock Option	$23.0825⁽¹¹⁾							02/07/2010	02/07/2017	Common stock	12,668⁽⁸⁾⁽¹¹⁾		12,668⁽⁸⁾⁽¹¹⁾	D
Employee Stock Option	$19.225⁽¹²⁾							02/06/2009	02/06/2018	Common stock	17,016⁽⁸⁾⁽¹²⁾		17,016⁽⁸⁾⁽¹²⁾	D
Employee Stock Option	$19.225⁽¹³⁾							02/06/2010	02/06/2018	Common stock	17,018⁽⁸⁾⁽¹³⁾		17,018⁽⁸⁾⁽¹³⁾	D
Employee Stock Option	$19.225⁽¹³⁾							02/06/2011	02/06/2018	Common stock	17,018⁽⁸⁾⁽¹³⁾		17,018⁽⁸⁾⁽¹³⁾	D
Restricted stock units⁽¹⁴⁾	$19.225⁽¹⁵⁾							02/06/2011	⁽¹⁶⁾	Common stock	12,944⁽¹⁵⁾		12,944⁽¹⁵⁾	D
Employee Stock Option	$17.1775⁽¹⁷⁾							02/04/2010	02/04/2019	Common stock	19,640⁽¹⁷⁾		19,640⁽¹⁷⁾	D
Employee Stock Option	$17.1775⁽¹⁷⁾							02/04/2011	02/04/2019	Common stock	19,640⁽¹⁷⁾		19,640⁽¹⁷⁾	D
Employee Stock Option	$17.1775⁽¹⁷⁾							02/04/2012	02/04/2019	Common stock	19,640⁽¹⁷⁾		19,640⁽¹⁷⁾	D
Restricted stock units⁽¹⁴⁾	$17.1775⁽¹⁸⁾							02/04/2012	⁽¹⁶⁾	Common stock	25,946⁽¹⁸⁾		25,946⁽¹⁸⁾	D
Employee stock options	$26.2075⁽¹⁹⁾							02/03/2011	02/03/2020	Common stock	14,808⁽¹⁹⁾		14,808⁽¹⁹⁾	D
Employee stock options	$26.2075⁽¹⁹⁾							02/03/2012	02/03/2020	Common stock	14,808⁽¹⁹⁾		14,808⁽¹⁹⁾	D
Employee stock options	$26.2075⁽²⁰⁾							02/03/2013	02/03/2020	Common stock	14,806⁽²⁰⁾		14,806⁽²⁰⁾	D
Restricted stock units⁽¹⁴⁾	$26.2075⁽²¹⁾							02/03/2013	⁽¹⁶⁾	Common stock	12,406⁽²¹⁾		12,406⁽²¹⁾	D

Explanation of Responses:

1. Transaction represents exercise of 40,000 options (adjusted for 2-for-1 stock split paid by the Company on September 2, 2010) pursuant to a 10b5-1 plan executed by Mr. Ruta.

2. On September 2, 2010, the common stock of Tractor Supply Company split 2-for-1, resulting in the reporting person's ownership of 32,847 additional shares of common stock.

3. On September 2, 2010, the common stock of Tractor Supply Company split 2-for-1, resulting in the reporting person's ownership of 5,495 additional shares of common stock.

4. This option was previously reported as covering 20,000 shares at an exercise price of $19.64 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

5. This option was previously reported as covering 15,000 shares at an exercise price of $42.65 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

6. This option was previously reported as covering 3,750 shares at an exercise price of $36.395 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

7. This option was previously reported as covering 6,666 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

8. Number of shares are rounded to the nearest whole number.

9. This option was previously reported as covering 6,667 shares at an exercise price of $61.27 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

10. This option was previously reported as covering 6,333 shares at an exercise price of $46.165 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

11. This option was previously reported as covering 6,334 shares at an exercise price of $46.165 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

12. This option was previously reported as covering 8,508 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

13. This option was previously reported as covering 8,509 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

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

15. This option was previously reported as covering 6,472 shares at an exercise price of $38.45 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

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

17. This option was previously reported as covering 9,820 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

18. This option was previously reported as covering 12,973 shares at an exercise price of $34.355 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

19. This option was previously reported as covering 7,404 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

20. This option was previously reported as covering 7,403 shares at an exercise price of $52.415 per share, but was adjusted to reflect the stock split that occurred on September 2, 2010.

21. This option was previously reported as covering 6,203 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:

	Stanley L. Ruta by /s/ Kurt D. Barton, as Attorney-in-fact	09/08/2010
	** 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).
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