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 TN 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)
02/06/2008
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)
Code V Amount (A) or (D) Price
Common stock 930 D
Common stock 1,659 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock options $3.3574 01/25/2005 01/25/2011 Common stock 1,734 4,133(1) D
Employee stock options $3.3574 01/25/2006 01/25/2011 Common stock 5,867(1) 5,867(1) D
Employee stock options $8.9075 01/24/2005 01/24/2012 Common stock 3,334 3,333(1) D
Employee stock options $19.64 01/23/2005 01/23/2013 Common stock 3,333(1) 3,333(1) D
Employee stock options $19.64 01/23/2006 01/23/2013 Common stock 305 305(1) D
Employee stock options $42.65 01/22/2005 01/22/2014 Common stock 2,500 2,500 D
Employee stock options $42.65 01/22/2006 01/22/2014 Common stock 2,500 2,500 D
Employee stock options $42.65 01/22/2007 01/22/2014 Common stock 2,500 2,500 D
Employee stock options $36.395 02/02/2007 02/02/2015 Common stock 1,875 1,875 D
Employee stock options $36.395 02/02/2008 02/02/2015 Common stock 1,875 1,875 D
Employee stock options $36.395 02/02/2009 02/02/2015 Common stock 1,875 1,875 D
Employee stock options $36.395 02/02/2010 02/02/2015 Common stock 1,875 1,875 D
Employee stock options $61.27 02/09/2007 02/09/2016 Common stock 3,333(1) 3,333(1) D
Employee stock options $61.27 02/09/2008 02/09/2016 Common stock 3,333(1) 3,333(1) D
Employee stock options $61.27 02/09/2009 02/09/2016 Common stock 3,334(1) 3,334(1) D
Employee stock options $46.165 02/07/2008 02/07/2017 Common stock 5,000 5,000 D
Employee stock options $46.165 02/07/2009 02/07/2017 Common stock 5,000 5,000 D
Employee stock options $46.165 02/07/2010 02/07/2017 Common stock 5,000 5,000 D
Restricted stock units(2) $46.165 02/07/2010 (3) Common stock 4,500 4,500 D
Employee stock options $38.45 02/06/2008 A 6,882 02/06/2009 02/06/2018 Common stock 6,882 $38.45 6,882 D
Employee stock options $38.45 02/06/2008 A 6,882 02/06/2010 02/06/2018 Common stock 6,882 $38.45 6,882 D
Employee stock options $38.45 02/06/2008 A 6,882 02/06/2011 02/06/2018 Common stock 6,882 $38.45 6,882 D
Employee stock options(2) $38.45 02/06/2008 A 5,235 02/06/2011 (3) Common stock 5,235 $38.45 5,235 D
Explanation of Responses:
1. Fractional shares are rounded to the nearest whole number
2. Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.
3. The restricted stock units vest at the end of the third anniversary of the date of grant. Vested shares will be delivered to the reporting person on that anniversay date.
Remarks:
Kimberly D. Vella by: /s/ David C. Lewis, as Attorney-in-fact 02/08/2008
** 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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