Sec Form 4 Filing - VELLA KIMBERLY D @ TRACTOR SUPPLY CO /DE/ - 2012-01-12

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person VELLA KIMBERLY D 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 (Last) (First) (Middle) 200 POWELL PLACE 3. Date of Earliest Transaction (MM/DD/YY) 01/12/2012 (Street) BRENTWOOD, TN37027 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/12/2012 S( 2 ) 2,000 D ( 2 ) $ 77.85 13,231 D Common stock 01/12/2012 S( 2 ) 2,618 D ( 2 ) $ 78 10,613 D Common stock 1,076 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 option $ 19.225 02/06/2009 02/06/2018 Common stock 13,764 13,764 D Employee stock option $ 19.225 02/06/2010 02/06/2018 Common stock 13,764 13,764 D Employee stock option $ 19.225 02/06/2011 02/06/2018 Common stock 13,764 13,764 D Employee stock option $ 17.1175 02/04/2010 02/04/2019 Common stock 10,911 10,911 D Employee stock option $ 17.1175 02/04/2011 02/04/2019 Common stock 10,911 10,911 D Employee stock option $ 17.1175 02/04/2012 02/04/2019 Common stock 10,912 10,912 D Restricted stock units $ 17.1175 ( 1 ) 02/04/2012 ( 1 ) Common stock 14,414 ( 1 ) 14,414 ( 1 ) D Employee stock option $ 26.2075 02/03/2011 02/03/2020 Common stock 8,226 8,226 D Employee stock option $ 26.2075 02/03/2012 02/03/2020 Common stock 8,227 8,227 D Employee stock option $ 26.2075 02/03/2013 02/03/2020 Common stock 8,227 8,227 D Restricted stock units $ 26.2075 ( 1 ) 02/03/2013 ( 1 ) Common stock 6,892 ( 1 ) 6,892 ( 1 ) D Employee stock option $ 51.695 02/02/2012 02/02/2021 Common stock 5,180 5,180 D Employee stock option $ 51.695 02/02/2013 02/02/2021 Common stock 5,179 5,179 D Employee stock option $ 51.695 02/02/2014 02/02/2021 Common stock 5,179 5,179 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other VELLA KIMBERLY D 200 POWELL PLACE BRENTWOOD, TN37027 SVP-Chief People Officer Signatures Kimberly D. Vella by: /s/ Kurt D. Barton, as Attorney-in-fact 01/13/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Restricted stock units vest at the end of the third anniversary date of the date of grant and will be delivered to the reporting person on that date unless a deferral is elected. ( 2 )This transaction was initiated pursuant to a 10b5-1 plan established by Ms. Vella on 11/9/2011.

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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