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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol FASTENAL CO [ FAST ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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3. Date of Earliest Transaction (Month/Day/Year) 08/15/2022 | ||||||||||||||||||||||||||
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 | 08/15/2022 | M | 744 | A | $21 | 8,244 | D | |||
Common Stock | 08/15/2022 | S | 744 | D | $55.8763 | 7,500 | D | |||
Common Stock | 08/15/2022 | M | 14,892 | A | $23.5 | 22,392 | D | |||
Common Stock | 08/15/2022 | S | 14,892 | D | $55.9061 | 7,500 | D | |||
Common Stock | 08/15/2022 | M | 7,500 | A | $27.5 | 15,000 | D | |||
Common Stock | 08/15/2022 | S | 7,500 | D | $55.8812 | 7,500 | D | |||
Common Stock | 12,537(1) | D |
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 (Right to Buy) | $21 | 08/15/2022 | M | 744 | (2) | 05/31/2024 | Common Stock | 744 | $0 | 744 | D | ||||
Employee Stock Option (Right to Buy) | $23.5 | 08/15/2022 | M | 14,892 | (3) | 05/31/2025 | Common Stock | 14,892 | $0 | 0 | D | ||||
Employee Stock Option (Right to Buy) | $27.5(4) | 08/15/2022 | M | 7,500(4) | (5) | 05/31/2027 | Common Stock | 7,500(4) | $0 | 11,590(4) | D |
Explanation of Responses: |
1. Shares attributed to reporting person's account within issuer's 401(K) Plan and includes an additional 266 shares acquired since the reporting person's prior report filed on 8/4/2021. |
2. The option will fully 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%, 20% and 20%) each year thereafter. |
3. 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%) each year thereafter. |
4. On May 22, 2019, the common stock of Fastenal Company split 2-for-1 resulting in the reporting person acquiring an additional 9,545 shares at a split adjusted strike price of 27.50 since his holdings report concerning these securities filed on January 3, 2018. |
5. 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%, 20% and 20%) each year thereafter. |
/s/ John J. Milek , Attorney-in-Fact | 08/16/2022 | |
** 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. |