FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Soderberg John Lewis
2. Issuer Name and Ticker or Trading Symbol

FASTENAL CO [ FAST ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
SENIOR EXECUTIVE VP
(Last)          (First)          (Middle)

1757 SNOWFLAKE PLACE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/23/2024
(Street)

ONALASKA, WI 54650
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Common Stock 1/23/2024  M  19,564 A$23 19,564 D 
 
Common Stock 1/23/2024  S  19,564 D$69.0221 0 D 
 
Common Stock         13,763 (1)I Held in 401(K) Plan 
Common Stock         488 (2)I Held in custodian account for Daughter 
Common Stock         920 (2)I Held in custodian account for Son 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (Right to Buy) $23 (3)1/23/2024  M     19,564 (3)  (4)12/31/2025 Common Stock 19,564 (3)$0 0 D 
 

Explanation of Responses:
(1) Shares attributed to reporting person's account within issuer's 401(K) Plan and includes an additional 173 shares acquired since the reporting person's prior report filed on 12/12/2023.
(2) Reporting person disclaims beneficial ownership of these shares.
(3) The option was previously reported in a filing dated 4/21/2016 as covering 9,782 securities at a strike price of $46 and the amounts were adjusted to reflect a 2-for-1 stock split on 5/22/2019.
(4) The option will fully vest and become exercisable over a period of five years, with 50% of the option vesting and becoming exercisable halfway through the relevant vesting period and remainder becoming exercisable incrementally (20%, 20% and 10%) each year thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Soderberg John Lewis
1757 SNOWFLAKE PLACE
ONALASKA, WI 54650


SENIOR EXECUTIVE VP

Signatures
/s/ John J. Milek , Attorney-in-Fact1/23/2024
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*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).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.