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 *

Heise Rita J.
2. Issuer Name and Ticker or Trading Symbol

FASTENAL CO [ FAST ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

7329 MARINER DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

8/20/2020
(Street)

MAPLE GROVE, MN 55311
(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 8/20/2020  M  4000 A$26 24000 (3)D  
Common Stock 8/20/2020  S  4000 D$48.0701 20000 (3)D  

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
Stock Option (Right to Buy) (1)$26 (2)8/20/2020  M     4000 (2) 1/2/2019 (1)12/31/2028 Common Stock 4000 (2)$0 15340 (2)D  

Explanation of Responses:
(1) This option was issued to the reporting person pursuant to the Fastenal Company Non-employee Director Stock Option Plan in lieu of an annual retainer.
(2) The option was previously reported in a filing on January 3, 2019 as covering 9,670 securities at an exercise price of $52 and the amounts reported are adjusted to reflect a 2-for-1 stock split on 5/22/2019.
(3) These shares were previously reported in a filing on December 17, 2015 as covering 10,000 shares maintained in a revocable trust for which reporting person and her spouse serve as Trustees and share voting and investment power 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
Heise Rita J.
7329 MARINER DRIVE
MAPLE GROVE, MN 55311
X



Signatures
/s/ John J. Milek, Attorney-in-Fact8/24/2020
**Signature of Reporting PersonDate

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