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
                                                                                  
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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 *

Drazkowski William Joseph
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)
EXECUTIVE VICE-PRESIDENT
(Last)          (First)          (Middle)

806 OLYMPIC DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/12/2023
(Street)

ONALASKA, MN 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)
Rule 10b5-1(c) Transaction Indication
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.

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 5/12/2023  M  624 A$28 6621 (1)D 
 
Common Stock 5/12/2023  S  624 D$54.7027 5997 (1)D 
 
Common Stock         5007 (2)I Held in 401(K) Plan 
Common Stock         0 (3)I Held by Father 

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) $28 5/12/2023  M     624   (4)5/31/2023 Common Stock 624 $0 0 D 
 

Explanation of Responses:
(1) Includes 417 shares that were distributed to the reporting person on February 2, 2023 from the estate of the reporting person's decedent father.
(2) Shares attributed to reporting person's account within issuer's 401(K) Plan and includes an additional 196 shares acquired since the reporting person's prior report filed on 12/8/2021.
(3) Shares reported in a holding report on 12/8/2021 (1,252 securities) were owned by reporting person's father for which the reporting person maintained voting and investment power, but reporting person disclaimed beneficial ownership over the shares. On February 2, 2023, the 1,252 shares were distributed by the decedent father's estate to his children, with 417 shares transferred to the reporting person and these shares are directly held by the reporting person.
(4) The option will fully vest and become exercisable over a period of eight years, with 50% of the option vesting and becoming exercisable half way through the relevant vesting period and the remainder vesting and becoming exercisable proportionately (12.5%) each year thereafter.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Drazkowski William Joseph
806 OLYMPIC DRIVE
ONALASKA, MN 54650


EXECUTIVE VICE-PRESIDENT

Signatures
/s/ John J. Milek , Attorney-in-Fact5/16/2023
**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.