Jonathan S. Estep - Feb 8, 2023 Form 4 Insider Report for TRACTOR SUPPLY CO /DE/ (TSCO)

Role: EVP - CMO
Signature: Jonathan S. Estep: /s/ Robert C. Lambourne, as Attorney-in-fact
Stock symbol: TSCO
Transactions as of: Feb 8, 2023
Transactions value $: -$463,049
Form type: 4
Date filed: 2/10/2023, 03:52 PM
Previous filing: Feb 7, 2023
Next filing: May 18, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TSCO	Common stock	Award	$0	+5.71K	+47.5%	$0.00	17.7K	Feb 8, 2023	Direct	F1, F2
transaction	TSCO	Common stock	Tax liability	-$435K	-1.89K	-10.67%	$229.66	15.8K	Feb 8, 2023	Direct	F3
transaction	TSCO	Common stock	Tax liability	-$28.5K	-123	-0.78%	$231.97	15.7K	Feb 9, 2023	Direct	F4
transaction	TSCO	Common stock	Award	$0	+890	+5.67%	$0.00	16.6K	Feb 9, 2023	Direct	F5
holding	TSCO	Common stock						213	Feb 8, 2023	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	+3.28K		$0.00	3.28K	Feb 9, 2023	Common stock	3.28K	$232.73	Direct	F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents a vesting of performance-based share units (PSUs) for the period ended December 31, 2022, as certified by the Compensation Committee on February 8, 2023. Each PSU entitles the reporting person to receive one share of common stock. The PSUs vested in full on February 8, 2023.
F2	Direct ownership reflects a correction to the number of shares withheld to satisfy tax withholding liabilities previously reported on a Form 4 on February 7, 2023. The prior Form 4 over-reported the tax withholding by 75 shares.
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 represents the number of shares withheld to satisfy tax withholding liabilities incident to the lapse of vesting restrictions on the restricted stock units.
F5	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, 2024, 33 1/3% on February 9, 2025 and 33 1/3% on February 9, 2026.
F6	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, 2024, 33 1/3% on February 9, 2025, and 33 1/3% on February 9, 2026.