Edgar Filing: SANDFORT GREGORY A

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

SANDFORT GREGORY A

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)
Pres-Chief Merchandising Offcr

(Last)

(First)

(Middle)

200 POWELL PLACE

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2011

(Street)

BRENTWOOD, TN 37027

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	11/14/2011		M⁽²⁾		39,280	A ⁽²⁾	$ 17.1175	98,346	D
Common stock	11/14/2011		M⁽²⁾		20,566	A ⁽²⁾	$ 26.2075	118,912	D
Common stock	11/14/2011		S⁽²⁾		53,455	D ⁽²⁾	$ 74.7416	65,457	D
Common stock	11/14/2011		S⁽²⁾		6,391	D ⁽²⁾	$ 75.1613	59,066	D
Common stock								3,923	I	Stock Purchase Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee stock option

$ 17.1175

11/14/2011

M⁽²⁾

19,640 ⁽²⁾

02/04/2010

02/04/2019

Common stock

19,640

$ 0

Employee stock option

$ 17.1175

11/14/2011

M⁽²⁾

19,640 ⁽²⁾

02/04/2011

02/04/2019

Common stock

19,640

$ 0

Employee stock option

$ 17.1175

02/04/2012

02/04/2019

Common stock

19,640

Restricted stock units

$ 17.1175 ⁽¹⁾

02/04/2012

⁽¹⁾

Common stock

25,946 ⁽¹⁾

Employee stock option

$ 26.2075

11/14/2011

M⁽²⁾

20,566 ⁽²⁾

02/03/2011

02/03/2020

Common stock

20,566

$ 0

Employee stock option

$ 26.2075

02/03/2012

02/03/2020

Common stock

20,566

Employee stock option

$ 26.2075

02/03/2013

02/03/2020

Common stock

20,566

Restricted stock units

$ 26.2075 ⁽¹⁾

02/03/2013

⁽¹⁾

Common stock

17,230 ⁽¹⁾

Employee stock option

$ 51.695

02/02/2012

02/02/2021

Common stock

12,948

Employee stock option

$ 51.695

02/02/2013

02/02/2021

Common stock

12,948

Employee stock option

$ 51.695

02/02/2014

02/02/2021

Common stock

12,948

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
SANDFORT GREGORY A 200 POWELL PLACE BRENTWOOD, TN 37027			Pres-Chief Merchandising Offcr

Signatures

Gregory Sandfort by: /s/ Kurt D. Barton, as Attorney-in-fact		11/16/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	The restricted stock units vest at the end of the third anniversary of the date of the grant. Vested shares will be delivered to the reporting person on that anniversary date.
(2)	Transaction was made pursuant to a 10b5-1 sales plan initiated by Mr. Sandfort on 10/24/2011.

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