Drazkowski William Joseph Form 4 FASTENAL / William Joseph Drazkowski 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^*

Drazkowski William Joseph

(Last) (First) (Middle)

806 OLYMPIC DRIVE

(Street)

ONALASKA WI 54650

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
FASTENAL CO [ FAST ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Vice-President

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2020

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	07/24/2020		M		3,750	A	$28	9,330	D
Common Stock	07/24/2020		S		3,750	D	$45.5	5,580	D
Common Stock	07/24/2020		M		3,804	A	$23	9,384	D
Common Stock	07/24/2020		S		3,804	D	$45.5	5,580	D
Common Stock	07/24/2020		M		21,000	A	$23.5	26,580	D
Common Stock	07/24/2020		S		21,000	D	$45.6256	5,580	D
Common Stock								4,671(4)	I	Held in 401(K) Plan
Common Stock								1,252	I	Owned by father(5)

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 (Right to Buy)	$28(6)	07/24/2020		M			3,750(6)	(1)	05/31/2023	Common Stock	3,750(6)	$0	1,250(6)	D
Employee Stock Option (Right to Buy)	$23(7)	07/24/2020		M			3,804(7)	(2)	05/31/2025	Common Stock	3,804(7)	$0	1,630(7)	D
Employee Stock Option (Right to Buy)	$23.5(8)	07/24/2020		M			21,000(8)	(3)	12/31/2026	Common Stock	21,000(8)	$0	53,468(8)	D

Explanation of Responses:

1. The option will vest and become exercisable over a period of eight years, with 50% of the option vesting and becoming exercisable half way through the relevant vesting period, and the remainder vesting and becoming exercisable proportionately (20% each year) thereafter on each anniversary of the date of grant.

2. The option will vest and become exercisable over a period of five years, with 50% of the option vesting and becoming exercisable half way through the relevant vesting period, and the remainder vesting and becoming exercisable incrementally (20%, 20% and 10%) thereafter on each anniversary of the date of grant.

3. The option will vest and become exercisable over a period of five years, with 40% of the option vesting and becoming exercisable two years following the date of grant, and the remainder vesting and becoming exercisable proportionately (20% each year) thereafter on each anniversary of the date of grant.

4. Shares attributed to reporting person's account within issuer's 401(K) Plan as of July 24, 2020 and includes an additional 29 shares since his last report on 5/13/2020.

5. Shares are owned by reporting person's father for which reporting person maintains voting and investment power, but reporting persons disclaims beneficial ownership over these shares.

6. The option was previously reported in a filing on December 21, 2016 as covering 2,500 securities at an exercise price of $56 and the amounts reported are adjusted to reflect a 2-for-1 stock split on 5/22/2019.

7. The option was previously reported in a filing on December 21, 2016 as covering 2,717 securities at an exercise price of $46 and the amounts reported are adjusted to reflect a 2-for-1 stock split on 5/22/2019.

8. The option was previously reported in a filing on January 24, 2017 as covering 37,234 securities at an exercise price of $47 and the amounts reported are adjusted to reflect a 2-for-1 stock split on 5/22/2019.

	John J. Milek, Attorney-in-Fact	07/27/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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