Sec Form 4 Filing - Crudele Anthony F @ TRACTOR SUPPLY CO /DE/ - 2012-02-02

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Crudele Anthony F
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)
EVP-Chief Financial Officer
(Last) (First) (Middle)
200 POWELL PLACE
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2012
(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 02/02/2012 M( 2 ) 714 A ( 2 ) $ 23.0825 32,768 D
Common stock 02/02/2012 S( 2 ) 714 D ( 2 ) $ 82.5 32,054 D
Common stock 6,143 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 $ 24.1025 09/26/2007 09/26/2015 Common stock 148 148 D
Employee stock option $ 24.1025 09/26/2008 09/26/2015 Common stock 4,148 4,148 D
Employee stock option $ 24.1025 09/26/2009 09/26/2015 Common stock 4,148 4,148 D
Employee stock option $ 24.1025 09/26/2010 09/26/2015 Common stock 4,556 4,556 D
Employee stock option $ 23.0825 02/02/2012 M( 2 ) 714 ( 2 ) 02/07/2009 02/07/2017 Common stock 7,332 $ 0 6,618 D
Employee stock option $ 23.0825 02/07/2010 02/07/2017 Common stock 12,668 12,668 D
Employee stock option $ 19.225 02/06/2011 02/06/2018 Common stock 11,817 11,817 D
Employee stock option $ 17.1175 02/04/2011 02/04/2019 Common stock 19,640 19,640 D
Employee stock option $ 17.1175 02/04/2012 02/04/2019 Common stock 19,640 19,640 D
Restricted stock units $ 17.1175 ( 1 ) 02/04/2012 ( 1 ) Common stock 25,946 ( 1 ) 25,946 ( 1 ) D
Employee stock option $ 26.2075 02/03/2011 02/03/2020 Common stock 14,808 14,808 D
Employee stock option $ 26.2075 02/03/2012 02/03/2020 Common stock 14,808 14,808 D
Employee stock option $ 26.2075 02/03/2013 02/03/2020 Common stock 14,806 14,806 D
Restricted stock units $ 26.2075 ( 1 ) 02/03/2013 ( 1 ) Common stock 12,406 ( 1 ) 12,406 ( 1 ) D
Employee stock option $ 51.695 02/02/2012 02/02/2021 Common stock 9,322 9,322 D
Employee stock option $ 51.695 02/02/2013 02/02/2021 Common stock 9,323 9,323 D
Employee stock option $ 51.695 02/02/2014 02/02/2021 Common stock 9,323 9,323 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Crudele Anthony F
200 POWELL PLACE
BRENTWOOD, TN37027
EVP-Chief Financial Officer
Signatures
Anthony F. Crudele by: /s/ Kurt D. Barton, as Attorney-in-fact 02/06/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted stock units vest at the end of the third anniversary of the date of grant and will be distributed to the reporting person on that date unless a deferral is elected.
( 2 )Transaction represents an exercise and sale of options pursuant to a 10b5-1 plan executed by Mr. Crudele on 10/31/2011.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.