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^*

Hein LeLand J

(Last)

(First)

(Middle)

2001 THEURER BLVD.

(Street)

WINONA

55987

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/01/2015

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	12/01/2015		M		50,000	A	$22.5	62,390	D
Common Stock	12/01/2015		S		50,000	D	$40.7393	12,390⁽²⁾	D
Common Stock	12/03/2015		M		50,000	A	$22.5	62,390	D
Common Stock	12/03/2015		S		50,000	D	$39.8838	12,390⁽²⁾	D
Common Stock								30⁽³⁾	I	Held by Daughter
Common Stock								30⁽³⁾	I	Held in custodian account for Son
Common Stock								150⁽³⁾	I	Held by Son
Common Stock								7,988⁽⁴⁾	I	Held in 401(K) 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 (Right to Buy)	$22.5	12/01/2015		M			50,000	⁽¹⁾	05/31/2016	Common Stock	50,000	$0	50,000	D
Employee Stock Option (Right to Buy)	$22.5	12/03/2015		M			50,000	⁽¹⁾	05/31/2015	Common Stock	50,000	$0	0	D
Employee Stock Option (Right to Buy)	$56							⁽⁵⁾	05/31/2023	Common Stock	112,500		112,500	D
Employee Stock Option (Right to Buy)	$54							⁽⁵⁾	05/31/2021	Common Stock	37,500		37,500	D
Employee Stock Option (Right to Buy)	$27							⁽¹⁾	05/31/2018	Common Stock	50,000		50,000	D
Employee Stock Option (Right to Buy)	$42							⁽⁵⁾	05/31/2024	Common Stock	19,047⁽⁶⁾		19,047	D

Explanation of Responses:

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

2. Includes 300 shares maintained in a self directed IRA.

3. The reporting person disclaims beneficial ownership of these shares.

4. Shares attributed to reporting person's account within issuer's 401(K) Plan as of December 2, 2015.

5. The options will fully vest and become exercisable over a period of five years, with 50% of the options vesting and becoming exercisable half way through the relevant vesting period, and remainder vesting and becoming exercisable incrementally (20%, 20% and 10%) each year thereafter.

6. 10,714 of the 29,761 options granted to the reporting person on 4/21/2015 and reported on 4/23/2015 were forfeited and cancelled for no value on July 20, 2015.

	John Milek, Attorney-in-Fact	12/03/2015
	** 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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