Fastenal (FAST) Form 4 FASTENAL / Charles S. Miller 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^*

Miller Charles S.

(Last) (First) (Middle)

204 VINEYARD WAY

(Street)

LEBANON TN 37087

(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)
SENIOR EXECUTIVE VP

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)

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	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)
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).
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