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-Chief People Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2013

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	12/20/2013		M⁽¹⁾		20,718	A⁽¹⁾	$25.8475	42,928	D
Common stock	12/20/2013		S⁽¹⁾		20,718	D⁽¹⁾	$75.1412	22,210	D
Common stock	12/20/2013		M⁽¹⁾		9,056	A⁽¹⁾	$42.54	31,266	D
Common stock	12/20/2013		S⁽¹⁾		9,056	D⁽¹⁾	$75.0436	22,210⁽²⁾	D
Common stock								9,300⁽²⁾	I	Gallie Family Partners, LP
Common stock								2,750⁽²⁾	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	$25.8475⁽²⁾	12/20/2013		M⁽¹⁾			10,360	02/02/2012	02/02/2021	Common stock	10,360⁽²⁾	$0	0	D
Employee stock option	$25.8475⁽²⁾	12/20/2013		M⁽¹⁾			10,358	02/02/2013	02/02/2021	Common stock	10,358⁽²⁾	$0	0	D
Employee stock option	$25.8475⁽²⁾							02/02/2014	02/02/2021	Common stock	10,358⁽²⁾		10,358⁽²⁾	D
Employee stock option	$42.54⁽²⁾	12/20/2013		M⁽¹⁾			9,056	02/08/2013	02/08/2022	Common stock	9,056⁽²⁾	$0	0	D
Employee stock option	$42.54⁽²⁾							02/08/2014	02/08/2022	Common stock	9,054⁽²⁾		9,054⁽²⁾	D
Employee stock option	$42.54⁽²⁾							02/08/2015	02/08/2022	Common stock	9,054⁽²⁾		9,054⁽²⁾	D
Employee stock option	$51.495⁽²⁾							02/07/2014	02/07/2023	Common stock	7,978⁽²⁾		7,978⁽²⁾	D
Employee stock option	$51.495⁽²⁾							02/07/2015	02/07/2023	Common stock	7,978⁽²⁾		7,978⁽²⁾	D
Employee stock option	$51.495⁽²⁾							02/07/2016	02/07/2023	Common stock	7,976⁽²⁾		7,976⁽²⁾	D

Explanation of Responses:

1. This transaction represents exercise of options (adjusted for the 2-for-1 stock split that occurred on 9/26/2013) pursuant to a 10b5-1 plan established by Ms. Vella on 11/15/2013.

2. Exercise price and share amounts have been adjusted to reflect the 2-for-1 stock split that occurred on 9/26/2013.

Remarks:

	Kimberly D. Vella by: /s/ Kurt D. Barton, as Attorney-in-fact	12/24/2013
	** 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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