FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Soderberg John Lewis
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
(Last)          (First)          (Middle)

1757 SNOWFLAKE PLACE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/7/2020
(Street)

ONALASKA, WI 54650
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 5/7/2020  M  20000 A$27 20000 D  
Common Stock 5/7/2020  S  20000 D$38.2339 0 D  
Common Stock         10030 (3)I Held in 401(K) Plan 
Common Stock         958 (4)I Held in custodian account for Daugther 
Common Stock         920 (5)I Held in custodian account for Son 
Common Stock         888 (6)I Held in custodian account for Daughter 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $27 (2)5/7/2020  M     20000 (2)  (1)5/31/2021 Common Stock 20000 (2)$0 0 D  

Explanation of Responses:
(1) 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 though the relevant vesting period, and the remainder vesting and becoming exercisable proportionately thereafter.
(2) The option was previously reported in a filing on 4/21/2016 as covering 10,000 securities at a strike price of $54 and the amounts reported were adjusted to reflect a 2-for-1 stock split on 5/22/2019.
(3) Shares attributed to reporting person's account within issuer's 401(K) as of 5/9/2020 and the amounts are adjusted to reflect the stock split on 5/22/2019 during which an approximate 5,781 additional shares were acquired. Also, an approximate 468 additional shares were acquired since the reporting person's prior report filed on 5/3/2019.
(4) An additional 479 shares were acquired in connection with the issuer's 2-for-1 stock split on 5/22/2019 and reporting person disclaims beneficial ownership of these shares.
(5) An additional 460 shares were acquired in connection with the issuer's 2-for-1 stock split on 5/22/2019 and reporting person disclaims beneficial ownership of these shares.
(6) An additional 444 shares were acquired in connection with the issuer's 2-for-1 stock split on 5/22/2019 and reporting person disclaims beneficial ownership of these shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Soderberg John Lewis
1757 SNOWFLAKE PLACE
ONALASKA, WI 54650


Executive Vice President

Signatures
John J. Milek-Attorney-in-Fact5/11/2020
**Signature of Reporting PersonDate

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