Sec Form 4 Filing - Miller Charles S. @ FASTENAL CO - 2022-08-15

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
Miller Charles S.
2. Issuer Name and Ticker or Trading Symbol
FASTENAL CO [ FAST]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SENIOR EXECUTIVE VP
(Last) (First) (Middle)
204 VINEYARD WAY
3. Date of Earliest Transaction (MM/DD/YY)
08/15/2022
(Street)
LEBANON, TN37087
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 08/15/2022 M 744 A $ 21 8,244 D
Common Stock 08/15/2022 S 744 D $ 55.8763 7,500 D
Common Stock 08/15/2022 M 14,892 A $ 23.5 22,392 D
Common Stock 08/15/2022 S 14,892 D $ 55.9061 7,500 D
Common Stock 08/15/2022 M 7,500 A $ 27.5 15,000 D
Common Stock 08/15/2022 S 7,500 D $ 55.8812 7,500 D
Common Stock 12,537( 1 ) D
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) $ 21 08/15/2022 M 744 ( 2 ) 05/31/2024 Common Stock 744 $ 0 744 D
Employee Stock Option (Right to Buy) $ 23.5 08/15/2022 M 14,892 ( 3 ) 05/31/2025 Common Stock 14,892 $ 0 0 D
Employee Stock Option (Right to Buy) $ 27.5( 4 ) 08/15/2022 M 7,500( 4 ) ( 5 ) 05/31/2027 Common Stock 7,500( 4 ) $ 0 11,590( 4 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Miller Charles S.
204 VINEYARD WAY
LEBANON, TN37087
SENIOR EXECUTIVE VP
Signatures
/s/ John J. Milek , Attorney-in-Fact 08/16/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares attributed to reporting person's account within issuer's 401(K) Plan and includes an additional 266 shares acquired since the reporting person's prior report filed on 8/4/2021.
( 2 )The option will fully vest and become exercisable over a period of eight years, with 50% of the option vesting and becoming exercisable half way through the relevant vesting period and the remainder vesting and becoming exercisable proportionately (20%, 20% and 20%) each year thereafter.
( 3 )The option will 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.
( 4 )On May 22, 2019, the common stock of Fastenal Company split 2-for-1 resulting in the reporting person acquiring an additional 9,545 shares at a split adjusted strike price of 27.50 since his holdings report concerning these securities filed on January 3, 2018.
( 5 )The option will vest and become exercisable over a period of five years, with 40% of the option vesting and becoming exercisable two years following the date of grant and the remainder vesting and becoming exercisable proportionately (20%, 20% and 20%) 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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