Edgar Filing: RUTA STANLEY L

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 ^*

RUTA STANLEY L

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-COO/Store Ops

(Last)

(First)

(Middle)

200 POWELL PLACE

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2010

(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	02/08/2010		M		5,500 ⁽¹⁾	A	$ 50.6 ⁽²⁾	42,302	D
Common Stock	02/08/2010		F		1,455 ⁽³⁾	D	$ 50.6 ⁽²⁾	40,847	D
Common Stock								5,293	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

$ 19.64

01/23/2006

01/23/2013

Common stock

20,000

Employee Stock Option

$ 42.65

01/22/2007

01/22/2014

Common stock

15,000

Employee Stock Option

$ 36.395

02/02/2007

02/02/2015

Common stock

3,750

Employee Stock Option

$ 36.395

02/02/2008

02/02/2015

Common stock

3,750

Employee Stock Option

$ 36.395

02/02/2009

02/02/2015

Common stock

3,750

Employee Stock Option

$ 36.395

02/02/2010

02/02/2015

Common stock

3,750

Employee Stock Option

$ 61.27

02/09/2007

02/09/2016

Common stock

6,666 ⁽⁴⁾

Employee Stock Option

$ 61.27

02/09/2008

02/09/2016

Common stock

6,667 ⁽⁴⁾

Employee Stock Option

$ 61.27

02/09/2009

02/09/2016

Common stock

6,667 ⁽⁴⁾

Employee Stock Option

$ 46.165

02/07/2008

02/07/2017

Common stock

6,333 ⁽⁴⁾

Employee Stock Option

$ 46.165

02/07/2009

02/07/2017

Common stock

6,333 ⁽⁴⁾

Employee Stock Option

$ 46.165

02/07/2010

02/07/2017

Common stock

6,334 ⁽⁴⁾

Restricted stock units ⁽⁵⁾

$ 50.6 ⁽²⁾

02/08/2010

5,500

02/07/2010

⁽⁶⁾

Common stock

5,500

$ 0

Employee Stock Option

$ 38.45

02/06/2009

02/06/2018

Common stock

8,508 ⁽⁴⁾

Employee Stock Option

$ 38.45

02/06/2010

02/06/2018

Common stock

8,509 ⁽⁴⁾

Employee Stock Option

$ 38.45

02/06/2011

02/06/2018

Common stock

8,509 ⁽⁴⁾

Restricted stock units ⁽⁷⁾

$ 38.45

02/06/2011

⁽⁶⁾

Common stock

6,472

Employee Stock Option

$ 34.355

02/04/2010

02/04/2019

Common stock

9,820

Employee Stock Option

$ 34.355

02/04/2011

02/04/2019

Common stock

9,820

Employee Stock Option

$ 34.355

02/04/2012

02/04/2019

Common stock

9,820

Restricted stock units ⁽⁷⁾

$ 34.355

02/04/2012

⁽⁶⁾

Common stock

12,973

Employee stock options

$ 52.415

02/03/2011

02/03/2020

Common stock

7,404

Employee stock options

$ 52.415

02/03/2012

02/03/2020

Common stock

7,404

Employee stock options

$ 52.415

02/03/2013

02/03/2020

Common stock

7,403

Restricted stock units ⁽⁷⁾

$ 52.415

02/03/2013

⁽⁶⁾

Common stock

6,203

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
RUTA STANLEY L 200 POWELL PLACE BRENTWOOD, TN 37027			EVP-COO/Store Ops

Signatures

Stanley L. Ruta by /s/ Kurt D. Barton, as Attorney-in-fact		02/10/2010
^**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)	Represents vesting of restricted stock units granted to reporting person which are convertible to shares of common stock.
(2)	Represents the market price at the date of issuance.
(3)	The reporting person received a grant of 5,500 restricted stock units on February 7, 2007 pursuant to the Tractor Supply Company 2006 Stock Incentive Plan. 1,455 shares were withheld to satisfy tax withholding liabilities incident to the lapse of vesting restrictions on the restricted stock units on February 8, 2010.
(4)	Number of shares are rounded to the nearest whole number.
(5)	In accordance with the grant agreement, the restricted stock units vest on the third anniversary of the date of grant. At the time of grant, the units were reported on Table II as an acquisition of units. This transaction represents the vesting of those restricted stock units that were awarded on February 7, 2007 and the conversion to shares of common stock which are reflected on Table I.
(6)	The restricted stock units vest at the end of the third anniversary of the date of grant.
(7)	Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.

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