Harry Lawton III - Feb 9, 2022 Form 4 Insider Report for TRACTOR SUPPLY CO /DE/ (TSCO)

Signature
Harry A. Lawton III by: /s/ Robert C. Lambourne, as Attorney-in-fact
Stock symbol
TSCO
Transactions as of
Feb 9, 2022
Transactions value $
-$9,318,930
Form type
4
Date filed
2/11/2022, 03:25 PM
Previous filing
Feb 8, 2022
Next filing
May 31, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TSCO Common stock Award $0 +8.19K +15.67% $0.00 60.5K Feb 9, 2022 Direct F1
transaction TSCO Common stock Award $0 +56.9K +94.15% $0.00 117K Feb 9, 2022 Direct F2
transaction TSCO Common stock Tax liability -$4.86M -22.4K -19.08% $216.94 95K Feb 9, 2022 Direct F3
transaction TSCO Common stock Sale -$198K -900 -0.95% $219.79 94.1K Feb 10, 2022 Direct F4, F5, F6
transaction TSCO Common stock Sale -$633K -2.87K -3.05% $220.70 91.2K Feb 10, 2022 Direct F4, F5, F7
transaction TSCO Common stock Sale -$1.19M -5.39K -5.91% $221.54 85.9K Feb 10, 2022 Direct F4, F5, F8
transaction TSCO Common stock Sale -$735K -3.31K -3.85% $222.39 82.5K Feb 10, 2022 Direct F4, F5, F9
transaction TSCO Common stock Sale -$1.1M -4.94K -5.98% $223.46 77.6K Feb 10, 2022 Direct F4, F5, F10
transaction TSCO Common stock Sale -$459K -2.05K -2.64% $224.37 75.6K Feb 10, 2022 Direct F4, F5, F11
transaction TSCO Common stock Sale -$135K -599 -0.79% $225.22 75K Feb 10, 2022 Direct F4, F5, F12
transaction TSCO Common stock Gift $0 -1.27K -1.7% $0.00 73.7K Feb 10, 2022 Direct F13
holding TSCO Common stock 475 Feb 9, 2022 Stock Purchase Plan

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction TSCO Employee stock option Award $0 +35.1K $0.00 35.1K Feb 9, 2022 Common stock 35.1K $221.95 Direct F14
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares were acquired pursuant to a grant of restricted stock units (RSUs) under the Tractor Supply Company 2018 Omnibus Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock. The RSUs will vest, subject to conditions, as follows: 33 1/3% on February 9, 2023, 33 1/3% on February 9, 2024 and 33 1/3% on February 9, 2025.
F2 Represents a vesting of performance-based share units (PSUs) for the period ended December 25, 2021, as certified by the Compensation Committee on February 9, 2022. Each PSU entitles the reporting person to receive one share of common stock. The PSUs vested in full on February 9, 2022.
F3 This transaction represents the number of shares withheld to satisfy tax withholding liabilities upon the vesting of performance-based share units.
F4 This transaction was made pursuant to a 10b5-1 plan established by Mr. Lawton on August 11, 2021.
F5 The reporting person undertakes to provide to Tractor Supply Company, and security holder of Tractor Supply Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes 6 - 12.
F6 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $219.71 to $219.89, inclusive.
F7 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $220.22 to $220.97, inclusive.
F8 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $221.03 to $221.98, inclusive.
F9 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $222.00 to $222.97, inclusive.
F10 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $223.00 to $223.97, inclusive.
F11 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $224.01 to $224.91, inclusive.
F12 The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $225.13 to $225.41, inclusive.
F13 Reflects the gift of common stock to a charitable donor advised fund.
F14 Granted pursuant to the Tractor Supply Company 2018 Omnibus Incentive Plan. The shares subject to this option will vest, subject to conditions, and become exercisable as follows: 33 1/3% on February 9, 2023, 33 1/3% on February 9, 2024, and 33 1/3% on February 9, 2025.