Barton Kurt D Form 4 TRACTOR SUPPLY / Kurt D Barton 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^*

Barton Kurt 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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2023

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	02/08/2023		A(1)		12,234	A(1)	$0	45,462(2)	D
Common stock	02/08/2023		F(3)		4,652	D(3)	$229.66	40,810	D
Common stock	02/09/2023		F(4)		307	D(4)	$231.97	40,503	D
Common stock	02/09/2023		A(5)		1,669	A(5)	$0	42,172	D
Common stock	02/09/2023		M(6)(7)		5,000	A(6)(7)	$73.18	47,172	D
Common stock	02/09/2023		S(6)(7)		5,000	D(6)(7)	$231.21	42,172	D
Common stock	02/09/2023		S(7)		5,020	D(7)	$231.21	37,152	D
Common stock								2,670	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	$232.73	02/09/2023		A		6,156		(8)	02/09/2033	Common stock	6,156	$0	6,156	D
Employee stock option	$73.18	02/08/2023		M			5,000	(6)	02/08/2027	Common stock	5,000	$0	6,712	D

Explanation of Responses:

1. Represents a vesting of performance-based share units (PSUs) for the period ended December 31, 2022, as certified by the Compensation Committee on February 8, 2023. Each PSU entitles the reporting person to receive one share of common stock. The PSUs vested in full on February 8, 2023.

2. Direct ownership reflects a correction to the number of shares withheld to satisfy tax withholding liabilities previously reported on a Form 4 on February 7, 2023. The prior Form 4 over-reported the tax withholding by 300 shares.

3. This transaction represents the number of shares withheld to satisfy tax withholding liabilities upon the vesting of performance-based share units.

4. This transaction represents the number of shares withheld to satisfy tax withholding liabilities incident to the lapse of vesting restrictions on the restricted stock units.

5. Shares were acquired pursuant to a grant of restricted stock units (RSUs) under the Tractor Supply Company 2018 Omnibus Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock. The RSUs will vest, subject to conditions, as follows: 33 1/3% on February 9, 2024, 33 1/3% on February 9, 2025 and 33 1/3% on February 9, 2026.

6. 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.

7. This transaction was made pursuant to a 10b5-1 plan established by Mr. Barton on November 11, 2022.

8. Granted pursuant to the Tractor Supply Company 2018 Omnibus Incentive Plan. The shares subject to this option will vest, subject to conditions, and become exercisable as follows: 33 1/3% on February 9, 2024, 33 1/3% on February 9, 2025, and 33 1/3% on February 9, 2026.

Remarks:

	Kurt D. Barton by: /s/ Robert C. Lambourne, as Attorney-in-fact	02/10/2023
	** 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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