| FORM 4 | 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 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TRACTOR SUPPLY CO /DE/ [ TSCO ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 08/31/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| 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) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||
| 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. |
| Remarks: |
| Benjamin F. Parrish Jr. by: /s/ Kristopher S. Bybee, as Attorney-in-fact | 09/02/2020 | |
| ** Signature of Reporting Person | Date | |
| 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
