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 *

Drazkowski William Joseph
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)

806 OLYMPIC DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

7/24/2020
(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 7/24/2020  M  3750 A$28 9330 D  
Common Stock 7/24/2020  S  3750 D$45.50 5580 D  
Common Stock 7/24/2020  M  3804 A$23 9384 D  
Common Stock 7/24/2020  S  3804 D$45.50 5580 D  
Common Stock 7/24/2020  M  21000 A$23.5 26580 D  
Common Stock 7/24/2020  S  21000 D$45.6256 5580 D  
Common Stock         4671 (4)I Held in 401(K) Plan 
Common Stock         1252 I Owned by father (5)

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) $28 (6)7/24/2020  M     3750 (6)  (1)5/31/2023 Common Stock 3750 (6)$0 1250 (6)D  
Employee Stock Option (Right to Buy) $23 (7)7/24/2020  M     3804 (7)  (2)5/31/2025 Common Stock 3804 (7)$0 1630 (7)D  
Employee Stock Option (Right to Buy) $23.50 (8)7/24/2020  M     21000 (8)  (3)12/31/2026 Common Stock 21000 (8)$0 53468 (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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Drazkowski William Joseph
806 OLYMPIC DRIVE
ONALASKA, WI 54650


Executive Vice-President

Signatures
John J. Milek, Attorney-in-Fact7/27/2020
**Signature of Reporting PersonDate

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