Sec Form 4 Filing - FLORNESS DANIEL L @ FASTENAL CO - 2021-12-09

Insider filing report for Changes in Beneficial Ownership
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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
FLORNESS DANIEL L
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)
CEO and President
(Last) (First) (Middle)
2001 THEURER BOULEVARD
3. Date of Earliest Transaction (MM/DD/YY)
12/09/2021
(Street)
WINONA, MN55987
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 12/09/2021 M 50,000 A $ 23 310,657 D
Common Stock 12/09/2021 F( 3 ) 32,728 D $ 63.2741 277,929 D
Common Stock 20,000( 1 ) I By Family Trust
Common Stock 10,033( 2 ) I By 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 (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 (Right to Buy) $ 23 12/09/2021 M 50,000 ( 4 ) 05/31/2025 Common Stock 50,000 $ 0 50,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FLORNESS DANIEL L
2001 THEURER BOULEVARD
WINONA, MN55987
X CEO and President
Signatures
/s/ John Milek, Attorney-in-Fact 12/10/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares are held in a trust for which reporting person's spouse serves as a trustee. The reporting person disclaims beneficial ownership of these securities, and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for purposes of Section 16 or any other purpose.
( 2 )Shares attributed to reporting person's account within issuer's 401(K) Plan and includes an additional 46 shares acquired since the reporting person's prior holding report filed on 11/12/2021.
( 3 )This transaction consisted of a 'sell to cover' in which the reporting person exercised 50,000 derivative securities (Employee Stock Options) and sold 32,728 optioned shares to pay the cost and taxes associated with acquiring and holding 17,272 optioned shares.
( 4 )The option will fully vest and become exercisable over a period of five years, with 50% of the option vesting and becoming exercisable half way through the relevant vesting period, and the remainder vesting and becoming exercisable incrementally (20%, 20% and 10%) each year thereafter.

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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