MSC Industrial Direct Co. Inc.

11/05/2024 | Press release | Distributed by Public on 11/05/2024 13:35

Statement of Changes in Beneficial Ownership - Form 4

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).
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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 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 *
GERSHWIND ERIK
2. Issuer Name and Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC [MSM] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 515 BROADHOLLOW ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
11/03/2024
(Street)
MELVILLE, NY 11747 		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)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.001 par value 11/03/2024 M 4,538 A $ 0 (1) 1,432,813(2) D
Class A Common Stock, $0.001 par value 11/03/2024 M 165.411 A $ 0 (3) 1,432,978 D
Class A Common Stock, $0.001 par value 11/03/2024 F 1,696.411(4) D $80.7 1,431,282 D
Class A Common Stock, $0.001 par value 175,378(2) I See footnotes(5)(6)
Class A Common Stock, $0.001 par value 61,027 I See footnotes(5)(7)
Class A Common Stock, $0.001 par value 302,464 I See footnotes(5)(8)
Class A Common Stock, $0.001 par value 102,435 I See footnotes(5)(9)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (RSU) (1) 11/03/2024 M 4,538 (10) (10) Class A Common Stock, $0.001 par value 4,538 $ 0 13,614 D
Dividend Equivalent Units (3) 11/03/2024 M 165.411 (3) (3) Class A Common Stock, $0.001 par value 165.411 $ 0 4,327(11) D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GERSHWIND ERIK
C/O MSC INDUSTRIAL DIRECT CO., INC.
515 BROADHOLLOW ROAD
MELVILLE, NY 11747 		X Chief Executive Officer

Signatures

/s/ Erik Gershwind 11/05/2024
**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) Each RSU represents a contingent right to receive one share of Common Stock.
(2) Includes transfers of an aggregate of 57,176 shares of Class A Common Stock to Mr. Gershwind from Grantor Retained Annuity Trusts, of which the Reporting Person is the sole annuitant and trustee.
(3) The dividend equivalent units accrued with respect to outstanding awards of restricted stock units (RSUs) and vest at the same time(s) as the underlying RSUs. Each dividend equivalent unit represents a contingent right to receive one share of Common Stock.
(4) Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs.
(5) The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
(6) Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
(7) Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary.
(8) Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers and the beneficiaries of which are family members of the Reporting Person.
(9) Represents shares held by a Trust of which the Reporting Person is a co-trustee.
(10) 18,152 RSUs were granted on November 3, 2023. 4,538 RSUs vested on November 3, 2024. 4,538 RSUs vest on each of November 3, 2025, November 3, 2026 and November 3, 2027, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.
(11) Includes 453.483 dividend equivalent units accrued on November 28, 2023, 460.142 dividend equivalent units accrued on January 23, 2024, 481.404 dividend equivalent units accrued on April 23, 2024, and 543.304 dividend equivalent units accrued on July 23, 2024, with respect to outstanding awards of restricted stock units (RSUs). Such dividend equivalent units vest at the same time(s) as the underlying RSUs. Each dividend equivalent unit represents a contingent right to receive one share of Common Stock.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.