Edgar Filing: JAMISON CYNTHIA T

Ownership Submission

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

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

JAMISON CYNTHIA T

2. Issuer Name and Ticker or Trading Symbol
TRACTOR SUPPLY CO /DE/ [TSCO]

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)

C/O TRACTOR SUPPLY COMPANY, 200 POWELL PLACE

3. Date of Earliest Transaction (Month/Day/Year)
11/05/2010

(Street)

BRENTWOOD, TN 37027

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common stock	11/05/2010		M		4,000	A	$ 21.325	18,334	D
Common stock	11/05/2010		S		4,000	D	$ 41.8236	14,334	D
Common stock	11/05/2010		M		4,000	A	$ 18.1975	18,334	D
Common stock	11/05/2010		S		4,000	D	$ 41.8236	14,334	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Non-qualified stock option

$ 21.325

11/05/2010

1,332

01/22/2005

01/22/2015

Common stock

1,332

$ 0

Non-qualified stock option

$ 21.325

11/05/2010

1,334

01/22/2006

01/22/2015

Common stock

1,334

$ 0

Non-qualified stock option

$ 21.325

11/05/2010

1,334

01/22/2007

01/22/2015

Common stock

1,334

$ 0

Non-qualified stock option

$ 18.1975

11/05/2010

1,000

02/02/2007

02/02/2015

Common stock

1,000

$ 0

Non-qualified stock option

$ 18.1975

11/05/2010

1,000

02/02/2008

02/02/2015

Common stock

1,000

$ 0

Non-qualified stock option

$ 18.1975

11/05/2010

1,000

02/02/2009

02/02/2015

Common stock

1,000

$ 0

Non-qualified stock option

$ 18.1975

11/05/2010

1,000

02/02/2010

02/02/2015

Common stock

1,000

$ 0

Non-qualified stock option

$ 32.2225 ⁽¹⁾

05/04/2007

05/04/2016

Common stock

4,000 ⁽¹⁾

Deferred stock units

$ 32.2225 ⁽¹⁾

05/04/2007

⁽²⁾

Common stock

620 ⁽¹⁾

Non-qualified stock option

$ 25.6425 ⁽¹⁾

05/02/2008

05/02/2018

Common stock

4,000 ⁽¹⁾

Deferred stock units

$ 25.6425 ⁽¹⁾

05/02/2008

⁽²⁾

Common stock

780 ⁽¹⁾

Non-qualified stock option

$ 18.2 ⁽¹⁾

05/01/2009

05/01/2018

Common stock

4,000 ⁽¹⁾

Deferred stock units

$ 18.2 ⁽¹⁾

05/01/2009

⁽²⁾

Common stock

1,098 ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
JAMISON CYNTHIA T C/O TRACTOR SUPPLY COMPANY 200 POWELL PLACE BRENTWOOD, TN 37027	X

Signatures

Cynthia T. Jamison by: /s/ Kurt D. Barton, as Attorney-in-fact		11/09/2010
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Exercise price and shares have been adjusted to reflect the 2-for-1 stock split that occurred on September 2, 2010.
(2)	Vested shares will be delivered to the reporting person one year following the date on which the reporting person's services as a director of the Company terminates.

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