Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  Barton Kurt D
2. Date of Event Requiring Statement (Month/Day/Year)
03/06/2017
3. Issuer Name and Ticker or Trading Symbol
TRACTOR SUPPLY CO /DE/ [TSCO]
(Last)
(First)
(Middle)
C/O TRACTOR SUPPLY COMPANY, 5401 VIRGINIA WAY
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
SVP Chief Financial Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

BRENTWOOD, TN 37027
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 Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common stock 19,221 (1)
D
 
Common stock 2,482
I
Stock Purchase Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Employee stock option   (2) 02/02/2021 Common stock 3,066 $ 25.8475 D  
Employee stock option   (3) 02/08/2022 Common stock 9,236 $ 42.54 D  
Employee stock option   (4) 02/07/2023 Common stock 10,530 $ 51.495 D  
Employee stock option   (5) 02/05/2024 Common stock 10,085 $ 63.55 D  
Employee stock option   (6) 02/04/2025 Common stock 7,921 $ 83.11 D  
Employee stock option   (7) 02/03/2026 Common stock 12,500 $ 86.08 D  
Employee stock option   (8) 02/08/2027 Common stock 51,712 $ 73.18 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barton Kurt D
C/O TRACTOR SUPPLY COMPANY
5401 VIRGINIA WAY
BRENTWOOD, TN 37027
      SVP Chief Financial Officer  

Signatures

/s/ Kurt D. Barton 03/14/2017
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes 6,822 shares that were acquired pursuant to grants of restricted stock units (RSUs) under the Tractor Supply Company 2009 Stock Incentive Plan. Each RSU entitles the reporting person to receive one share of common stock. The RSUs vest on the third anniversary of the grant date.
(2) Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vested and became exercisable as follows: 33 1/3% on February 2, 2012, 33 1/3% on Feburary 2, 2013 and 33 1/3% on February 2, 2014. 100% of the option is vested.
(3) Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vested and became exercisable as follows: 33 1/3% on February 8, 2013, 33 1/3% on February 8, 2014, and 33 1/3% on February 8, 2015. 100% of the option is vested.
(4) Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vested and became exercisable as follows: 33 1/3% on February 7, 2014, 33 1/3% on February 7, 2015, and 33 1/3% on February 7, 2016. 100% of the option is vested.
(5) Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vested and became exercisable as follows: 33 1/3% on February 5, 2015, 33 1/3% on February 5, 2016, and 33 1/3% on February 5, 2017. 100% of the option is vested.
(6) Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vest and become exercisable as follows: 33 1/3% on February 4, 2016, 33 1/3% on February 4, 2017, and 33 1/3% on February 4, 2018. 66.6% of the option is vested.
(7) Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vest and become exercisable as follows: 33 1/3% on February 3, 2017, 33 1/3% on February 3, 2018, and 33 1/3% on February 3, 2019. 33.3% of the option is vested.
(8) Granted pursuant to the 2009 Stock Incentive Plan. In general, the shares subject to this option vest and become exercisable as follows: 33 1/3% on February 8, 2018, 33 1/3% on February 8, 2019 and 33 1/3% on February 8, 2020. 0% of the option is vested.

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