Mills Robert D Form 4 TRACTOR SUPPLY / Robert D Mills ownership change

SEC Form 4

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^*

Mills Robert D

(Last) (First) (Middle)

C/O TRACTOR SUPPLY COMPANY

5401 VIRGINIA WAY

(Street)

BRENTWOOD TN 37027

(City) (State) (Zip)

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 Chief Technology Officer

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2019

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Common stock	04/11/2019		M(1)		9,002	A(1)	$83.11	29,676	D
Common stock	04/11/2019		S(1)		9,002	D(1)	$102.11	20,674	D
Common stock	04/11/2019		M(1)		17,857	A(1)	$86.08	38,531	D
Common stock	04/11/2019		S(1)		17,857	D(1)	$102.11	20,674	D
Common stock	04/11/2019		M(1)		5,670	A(1)	$73.18	26,344	D
Common stock	04/11/2019		S(1)		5,670	D(1)	$102.11	20,674	D
Common stock								304	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 (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	$83.11	04/11/2019		M			9,002	(2)	02/04/2025	Common stock	9,002	$0	9,002	D
Employee stock option	$86.08	04/11/2019		M			17,857	(3)	02/03/2026	Common stock	17,857	$0	0	D
Employee stock option	$73.18	04/11/2019		M			5,670	(4)	02/08/2027	Common stock	5,670	$0	17,835	D

Explanation of Responses:

1. This transaction was made pursuant to a 10b5-1 plan established by Mr. Mills on February 22, 2019.

2. Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vested and became exercisable as follows: 33 1/3% on February 4, 2016, 33 1/3% on February 4, 2017, and 33 1/3% on February 4, 2018.

3. Granted pursuant to the 2009 Stock Incentive Plan. In general, 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.

4. Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vested and became or will vest and become exercisable as follows: 33 1/3% on February 8, 2018, 33 1/3% on February 8, 2019, and 33 1/3% on February 8, 2020.

Remarks:

	Robert D. Mills by: /s/ Kristopher S. Bybee, as Attorney-in-fact	04/12/2019
	** 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).
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