- Statement of Changes in Beneficial Ownership (4)
February 10 2010 - 4:48PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
WRIGHT JAMES F
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2. Issuer Name
and
Ticker or Trading Symbol
TRACTOR SUPPLY CO /DE/
[
TSCO
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman / CEO
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(Last)
(First)
(Middle)
200 POWELL PLACE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/8/2010
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(Street)
BRENTWOOD, TN 37027
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common stock
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2/8/2010
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M
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17000
(1)
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A
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$50.60
(2)
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137494
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D
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Common stock
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2/8/2010
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F
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6197
(3)
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D
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$50.60
(2)
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131297
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D
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Common stock
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3713
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I
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Stock Purchase Plan
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Common stock
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4489
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I
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Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee stock option
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$3.3574
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1/25/2006
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1/25/2011
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Common stock
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90216
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90216
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D
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Employee stock option
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$8.9075
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1/24/2005
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1/24/2012
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Common stock
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105000
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105000
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D
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Employee stock option
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$19.64
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1/23/2006
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1/23/2013
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Common stock
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80000
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80000
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D
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Employee stock option
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$42.65
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1/22/2007
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1/22/2014
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Common stock
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45000
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45000
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D
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Employee stock option
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$32.68
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10/1/2007
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10/1/2014
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Common stock
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37500
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37500
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D
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Employee stock option
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$36.395
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2/2/2007
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2/2/2015
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Common stock
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15000
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15000
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D
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Employee stock option
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$36.395
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2/2/2008
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2/2/2015
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Common stock
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15000
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15000
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D
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Employee stock option
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$36.395
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2/2/2009
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2/2/2015
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Common stock
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15000
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15000
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D
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Employee stock option
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$36.395
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2/2/2010
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2/2/2015
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Common stock
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15000
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15000
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D
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Employee stock option
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$61.27
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2/9/2007
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2/9/2016
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Common stock
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26666
(4)
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26666
(4)
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D
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Employee stock option
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$61.27
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2/9/2008
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2/9/2016
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Common stock
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26667
(4)
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26667
(4)
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D
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Employee stock option
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$61.27
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2/9/2009
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2/9/2016
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Common stock
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26667
(4)
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26667
(4)
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D
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Employee stock option
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$46.165
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2/7/2008
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2/7/2017
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Common stock
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19833
(4)
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19833
(4)
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D
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Employee stock option
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$46.165
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2/7/2009
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2/7/2017
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Common stock
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19833
(4)
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19833
(4)
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D
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Employee stock option
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$46.165
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2/7/2010
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2/7/2017
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Common stock
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19834
(4)
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19834
(4)
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D
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Restricted stock units
(5)
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$50.60
(2)
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2/8/2010
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M
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17000
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2/7/2010
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(6)
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Common stock
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17000
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$0.00
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0
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D
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Employee stock option
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$38.45
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2/6/2009
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2/6/2018
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Common stock
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26776
(4)
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26776
(4)
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D
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Employee stock option
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$38.45
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2/6/2010
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2/6/2018
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Common stock
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26777
(4)
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26777
(4)
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D
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Employee stock option
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$38.45
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2/6/2011
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2/6/2018
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Common stock
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26777
(4)
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26777
(4)
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D
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Restricted stock units
(7)
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$38.45
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2/6/2011
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(6)
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Common stock
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20368
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20368
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D
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Employee stock option
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$34.355
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2/4/2010
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2/4/2019
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Common stock
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41462
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41462
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D
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Employee stock option
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$34.355
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2/4/2011
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2/4/2019
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Common stock
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41462
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41462
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D
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Employee stock option
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$34.355
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2/4/2012
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2/4/2019
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Common stock
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41462
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41462
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D
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Restricted stock units
(7)
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$34.355
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2/4/2012
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(6)
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Common stock
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54775
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54775
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D
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Employee stock option
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$52.415
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2/3/2011
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2/3/2020
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Common stock
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27970
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27970
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D
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Employee stock option
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$52.415
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2/3/2012
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2/3/2020
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Common stock
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27970
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27970
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D
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Employee stock option
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$52.415
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2/3/2013
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2/3/2020
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Common stock
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27969
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27969
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D
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Restricted stock units
(7)
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$52.415
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2/3/2013
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(6)
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Common stock
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23432
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23432
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D
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Explanation of Responses:
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(
1)
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Represents vesting of restricted stock units granted to reporting person which are convertible to shares of common stock.
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(
2)
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Represents the market price at the date of issuance.
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(
3)
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The reporting person received a grant of 17,000 restricted stock units on February 7, 2007 pursuant to the Tractor Supply Company 2006 Stock Incentive Plan. 6,197 shares were withheld to satisfy tax withholding liabilities incident to the lapse of vesting restrictions on the restricted stock units on February 8, 2010.
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(
4)
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Fractional shares are rounded to the closest whole number.
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(
5)
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In accordance with the grant agreement, the restricted stock units vest on the third anniversary of the date of grant. At the time of grant, the units were reported on Table II as an acquisition of units. This transaction represents the vesting of those restricted stock units that were awarded on February 7, 2007 and the conversion to shares of common stock which are reflected on Table I.
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(
6)
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The restricted stock units vest at the end of the third anniversary of the date of grant.
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(
7)
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Each restricted stock unit represents a contingent right to receive one share of Tractor Supply Company common stock.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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WRIGHT JAMES F
200 POWELL PLACE
BRENTWOOD, TN 37027
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X
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Chairman / CEO
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Signatures
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James F. Wright
By: /s/ Kurt D. Barton, as Attorney-in-Fact
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2/10/2010
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
|
**
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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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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 control number.
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