Sec Form 4 Filing - PARRISH BENJAMIN F JR @ TRACTOR SUPPLY CO /DE/ - 2020-08-31

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 PARRISH BENJAMIN F JR 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 General Counsel (Last) (First) (Middle) C/O TRACTOR SUPPLY COMPANY, 5401 VIRGINIA WAY 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2020 (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 08/31/2020 M( 1 ) 39,085 A ( 1 ) $ 86.08 67,262 D Common stock 08/31/2020 S( 1 ) 15,728 D ( 1 ) $ 147.51 ( 2 ) 51,534 D Common stock 08/31/2020 S( 1 ) 20,237 D ( 1 ) $ 148.4 ( 3 ) 31,297 D Common stock 08/31/2020 S( 1 ) 3,120 D ( 1 ) $ 149.05 ( 4 ) 28,177 D Common stock 08/31/2020 M( 1 ) 51,612 A ( 1 ) $ 73.18 79,789 D Common stock 08/31/2020 S( 1 ) 20,316 D ( 1 ) $ 147.46 ( 2 ) 59,473 D Common stock 08/31/2020 S( 1 ) 27,991 D ( 1 ) $ 148.4 ( 5 ) 31,482 D Common stock 08/31/2020 S( 1 ) 3,305 D ( 1 ) $ 149.06 ( 6 ) 28,177 D Common stock 08/31/2020 M( 1 ) 24,668 A ( 1 ) $ 67.28 52,845 D Common stock 08/31/2020 S( 1 ) 9,628 D ( 1 ) $ 147.55 ( 2 ) 43,217 D Common stock 08/31/2020 S( 1 ) 14,340 D ( 1 ) $ 148.46 ( 7 ) 28,877 D Common stock 08/31/2020 S( 1 ) 700 D ( 1 ) $ 149.07 ( 8 ) 28,177 D Common stock 08/31/2020 M( 1 ) 5,254 A ( 1 ) $ 89.59 33,431 D Common stock 08/31/2020 S( 1 ) 2,100 D ( 1 ) $ 147.75 ( 9 ) 31,331 D Common stock 08/31/2020 S( 1 ) 3,154 D ( 1 ) $ 148.53 ( 10 ) 28,177 D Common stock 338 I 2013 Child Trust 1 Common stock 338 I 2013 Child Trust 2 Common stock 14,754 I Grantor Retained Annuity Trust Common stock 922 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 $ 86.08 08/31/2020 M 39,085 ( 11 ) 02/03/2026 Common stock 39,085 $ 0 0 D Employee stock option $ 73.18 08/31/2020 M 51,612 ( 12 ) 02/08/2027 Common stock 51,612 $ 0 0 D Employee stock option $ 67.28 08/31/2020 M 24,668 ( 13 ) 02/07/2028 Common stock 24,668 $ 0 12,335 D Employee stock option $ 89.59 08/31/2020 M 5,254 ( 14 ) 02/06/2029 Common stock 5,254 $ 0 10,510 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PARRISH BENJAMIN F JR C/O TRACTOR SUPPLY COMPANY 5401 VIRGINIA WAY BRENTWOOD, TN37027 EVP General Counsel Signatures Benjamin F. Parrish Jr. by: /s/ Kristopher S. Bybee, as Attorney-in-fact 09/02/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was made pursuant to a 10b5-1 plan established by Mr. Parrish on July 30, 2020. ( 2 )This transaction was executed in multiple trades at prices ranging from $147.00 to $148.00, inclusive. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 3 )This transaction was executed in multiple trades at prices ranging from $148.02 to $148.99, inclusive. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 4 )This transaction was executed in multiple trades at prices ranging from $149.005 to $149.14, inclusive. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 5 )This transaction was executed in multiple trades at prices ranging from $148.01 to $149.01, inclusive. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 6 )This transaction was executed in multiple trades at prices ranging from $149.02 to $149.11, inclusive. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 7 )This transaction was executed in multiple trades at prices ranging from $148.04 to $149.04, inclusive. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 8 )This transaction was executed in multiple trades at prices ranging from $149.045 to $149.10, inclusive. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 9 )This transaction was executed in multiple trades at prices ranging from $147.125 to $148.09, inclusive. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 10 )This transaction was executed in multiple trades at prices ranging from $148.13 to $149.04, inclusive. The price reported above reflects the weighted-average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transactions were effected. ( 11 )Granted pursuant to the Tractor Supply Company 2009 Stock Incentive Plan. The shares subject to this option vested and became exercisable as follows: 33 1/3% on February 3, 2017, 33 1/3% on February 3, 2018, and 33 1/3% on February 3, 2019. ( 12 )Granted pursuant to the Tractor Supply Company 2009 Stock Incentive Plan. The shares subject to this option vested and became excercisable as follows: 33 1/3% on February 8, 2018, 33 1/3% on February 8, 2019, and 33 1/3% on February 8, 2020. ( 13 )Granted pursuant to the Tractor Supply Company 2009 Stock Incentive Plan. The shares subject to this option vested and became exercisable or will vest, subject to conditions, and become exercisable as follows: 33 1/3% on February 7, 2019, 33 1/3% on February 7, 2020, and 33 1/3% on February 7, 2021. ( 14 )Granted pursuant to the Tractor Supply Company 2018 Omnibus Incentive Plan. The shares subject to this option vested and became exercisable or will vest, subject to conditions, and become exercisable as follows: 33 1/3% on February 6, 2020, 33 1/3% on February 6, 2021, and 33 1/3% on February 6, 2022.

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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