Edgar Filing: WRIGHT JAMES F

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 ^*

WRIGHT JAMES F

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

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman-CEO

(Last)

(First)

(Middle)

200 POWELL PLACE

3. Date of Earliest Transaction (Month/Day/Year)
11/19/2010

(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	11/19/2010⁽⁶⁾		G	V	50,855	D	$ 0	199,531	D
Common stock	11/19/2010⁽⁴⁾		G	V	2,651	A	$ 0	2,651	I	2010 Grandchildren's Trust
Common stock	11/19/2010⁽⁵⁾		G	V	48,204	A	$ 0	48,204	I	Grantor Retained Annuity Trust
Common stock								15,644 ⁽¹⁾	I	Trust
Common stock								8,356 ⁽¹⁾	I	Stock purchase plan

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

Employee stock option

$ 9.82 ⁽¹⁾

01/23/2006

01/23/2013

Common stock

160,000 ⁽¹⁾

Employee stock option

$ 21.325 ⁽¹⁾

01/22/2007

01/22/2014

Common stock

90,000 ⁽¹⁾

Employee stock option

$ 16.34 ⁽¹⁾

10/01/2007

10/01/2014

Common stock

75,000 ⁽¹⁾

Employee stock option

$ 18.1975 ⁽¹⁾

02/02/2007

02/02/2015

Common stock

30,000 ⁽¹⁾

Employee stock option

$ 18.1975 ⁽¹⁾

02/02/2008

02/02/2015

Common stock

30,000 ⁽¹⁾

Employee stock option

$ 18.1975 ⁽¹⁾

02/02/2009

02/02/2015

Common stock

30,000 ⁽¹⁾

Employee stock option

$ 18.1975 ⁽¹⁾

02/02/2010

02/02/2015

Common stock

30,000 ⁽¹⁾

Employee stock option

$ 30.635 ⁽¹⁾

02/09/2007

02/09/2016

Common stock

53,332 ⁽¹⁾ ⁽³⁾

Employee stock option

$ 30.635

02/09/2008

02/09/2016

Common stock

53,334 ⁽¹⁾ ⁽³⁾

Employee stock option

$ 30.635 ⁽¹⁾

02/09/2009

02/09/2016

Common stock

53,334 ⁽¹⁾ ⁽³⁾

Employee stock option

$ 23.0825 ⁽¹⁾

02/07/2008

02/07/2017

Common stock

39,666 ⁽¹⁾ ⁽³⁾

Employee stock option

$ 23.0825 ⁽¹⁾

02/07/2009

02/07/2017

Common stock

39,666 ⁽¹⁾ ⁽³⁾

Employee stock option

$ 23.0825 ⁽¹⁾

02/07/2010

02/07/2017

Common stock

39,668 ⁽¹⁾ ⁽³⁾

Employee stock option

$ 19.225 ⁽¹⁾

02/06/2009

02/06/2018

Common stock

53,552 ⁽¹⁾ ⁽³⁾

Employee stock option

$ 19.225 ⁽¹⁾

02/06/2010

02/06/2018

Common stock

53,554 ⁽¹⁾ ⁽³⁾

Employee stock option

$ 19.225 ⁽¹⁾

02/06/2011

02/06/2018

Common stock

53,554 ⁽¹⁾ ⁽³⁾

Restricted stock units

$ 19.225 ⁽¹⁾

02/06/2011⁽¹⁾

⁽²⁾

Common stock

40,736 ⁽¹⁾

Employee stock option

$ 17.1775 ⁽¹⁾

02/04/2010

02/04/2019

Common stock

82,924 ⁽¹⁾

Employee stock option

$ 17.1775 ⁽¹⁾

02/04/2011

02/04/2019

Common stock

82,924 ⁽¹⁾

Employee stock option

$ 17.1775 ⁽¹⁾

02/04/2012

02/04/2019

Common stock

82,924 ⁽¹⁾

Restricted stock units

$ 17.1775 ⁽¹⁾

02/04/2012

⁽²⁾

Common stock

109,550 ⁽¹⁾

Employee stock option

$ 26.2075 ⁽¹⁾

02/03/2011

02/03/2020

Common stock

55,940 ⁽¹⁾

Employee stock option

$ 26.2075 ⁽¹⁾

02/03/2012

02/03/2020

Common stock

55,940 ⁽¹⁾

Employee stock option

$ 26.2075 ⁽¹⁾

02/03/2013

02/03/2020

Common stock

55,938 ⁽¹⁾

Restricted stock units

$ 26.2075

02/03/2013

⁽²⁾

Common stock

46,864 ⁽¹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
WRIGHT JAMES F 200 POWELL PLACE BRENTWOOD, TN 37027			Chairman-CEO

Signatures

James F. Wright by: /s/ Kurt D. Barton, as Attorney-in-fact		11/24/2010
^**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)	The restricted stock units vest at the end of the third anniversary of the date of grant and will be delivered to reporting person on that date.
(3)	Fractional shares are rounded to the nearest whole number.
(4)	This transaction represents the gift of shares of TSC common stock into a trust for the benefit of the reporting person's grandchildren. This represents a new trust established in 2010 and is in addition to the grandchildren's trust already in existence. The reporting person's spouse is the trustee of the trust.
(5)	This transaction represents the gift of shares of TSC common stock to a grantor retained annuity trust (GRAT) for the benefit of the reporting person's adult children. The reporting person's spouse is the trustee of the GRAT.
(6)	On November 19, 2010, the reporting person gifted shares of TSC common stock to two trust accounts, 2,651 to the grandchildren's trust and 48,204 to a grantor retained annuity trust. The reporting person's spouse is the trustee of each of these trust accounts.

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