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^*

SCARLETT JOSEPH H JR

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2007

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	11/08/2007		M		23,843	A	$21.605	4,162,521	D
Common stock	11/08/2007		U		23,843	D	$39.8592	4,138,678	D
Common stock	11/09/2007		M		28,471	A	$21.605	4,167,149	D
Common stock	11/09/2007		D		3,043	D	$39.5253	4,164,106	D
Common stock								104,616	I	401(k) Plan
Common stock								21,061	I	Scarlett Family Foundation

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	$21.605	11/09/2007		M			4,628	01/23/2004	01/23/2008	Common stock	4,628	$21.605	0	D
Employee stock option	$21.605	11/08/2007		M			14,352	01/23/2005	01/23/2008	Common stock	14,352	$21.605	0	D
Employee stock option	$21.605	11/08/2007		M			9,491	01/23/2006	01/23/2008	Common stock	9,491	$21.605	23,843	D
Employee stock option	$46.915							01/22/2005	01/22/2009⁽¹⁾	Common stock	16,666⁽²⁾		16,666⁽²⁾	D
Employee stock option	$46.915							01/22/2006	01/22/2009⁽¹⁾	Common stock	16,667⁽²⁾		16,667⁽²⁾	D
Employee stock option	$46.915							01/22/2007	01/22/2009⁽¹⁾	Common stock	16,667⁽²⁾		16,667⁽²⁾	D
Employee stock option	$40.0345							02/02/2007	11/09/2007⁽¹⁾⁽³⁾	Common stock	12,500		12,500	D
Employee stock option	$40.0345							11/01/2007⁽³⁾	11/09/2007⁽¹⁾⁽³⁾	Common stock	37,500⁽²⁾		37,500⁽²⁾	D
Employee stock option	$67.397							02/09/2007	11/09/2007⁽¹⁾⁽³⁾	Common stock	11,666⁽²⁾		11,666⁽²⁾	D
Employee stock option	$67.397							11/01/2007⁽³⁾	11/09/2007⁽¹⁾⁽³⁾	Common stock	23,334⁽²⁾		23,334⁽²⁾	D
Employee stock option	$21.605	11/09/2007		M			23,843	01/23/2006	01/23/2008	Common stock	23,843	$21.605	0	D

Explanation of Responses:

1. As a result of Mr. Scarlett's retirement on November 9, 2007, and the absence of any exercise of this outstanding vested option, the option has effectively expired.

2. Number of shares is rounded to the nearest whole number.

3. On November 1, 2007, in recognition of his announced retirement effective on November 9, 2007, the Compensation Committee of the Board of Directors modified Mr. Scarlett's outstanding unvested stock options to be fully vested as of November 1, 2007 and to expire on the effective date of retirement.

Remarks:

	Joseph H. Scarlett, Jr. by: /s/ David C. Lewis, as Attorney-in-fact	11/09/2007
	** 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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