0001144204-11-059302.txt : 20111025 0001144204-11-059302.hdr.sgml : 20111025 20111025203259 ACCESSION NUMBER: 0001144204-11-059302 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111021 FILED AS OF DATE: 20111025 DATE AS OF CHANGE: 20111025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SANDLER DAVID CENTRAL INDEX KEY: 0001245882 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-14130 FILM NUMBER: 111157751 MAIL ADDRESS: STREET 1: C/O MSC INDUSTRIAL DIRECT CO INC STREET 2: 75 MAXESS RD CITY: MELVILLE STATE: NY ZIP: 11747 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MSC INDUSTRIAL DIRECT CO INC CENTRAL INDEX KEY: 0001003078 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] IRS NUMBER: 113289165 STATE OF INCORPORATION: NY FISCAL YEAR END: 0901 BUSINESS ADDRESS: STREET 1: 75 MAXESS RD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 516-812-2000 MAIL ADDRESS: STREET 1: 75 MAXESS ROAD CITY: MELVILLE STATE: NY ZIP: 11747 4 1 v238091_form4.xml FORM 4 X0304 4 2011-10-21 0 0001003078 MSC INDUSTRIAL DIRECT CO INC MSM 0001245882 SANDLER DAVID C/O MSC INDUSTRIAL DIRECT CO INC 75 MAXESS RD MELVILLE NY 11747 1 1 0 0 CEO Class A Common Stock, $0.001 par value 2011-10-21 4 A 0 183418 0 A 270252 D Class A Common Stock, $0.001 par value 2011-10-21 4 A 0 5832 0 A 276084 D Class A Common Stock, $0.001 par value 1000 I See Footnote Acquisition upon satisfaction of performance condition applicable to performance-based restricted stock units. On October 19, 2010, the Compensation Committee of the Board of Directors of the Issuer (the "Committee") approved the grant of a Restricted Stock Unit Agreement (the "RSU Agreement") to the Reporting Person. The RSU Agreement covers 183,418 shares and provides for vesting in two installments, contingent on the Company having at least $125 million of adjusted net income during either fiscal 2011 or fiscal 2012 (the "Performance Condition") and the Reporting Person satisfying the service conditions of the RSU Agreement. On October 21, 2011, the Committee certified that the Performance Condition had been satisfied. Two-thirds of the restricted stock units will vest if: (i) the Reporting Person continues to serve as Chief Executive Officer through December 31, 2012, as such date may be accelerated or extended by the Board of Directors of the Issuer (the "Board"), provided that such date may not be extended beyond December 31, 2013 (such date, as accelerated or extended, the "Succession Date"); (ii) the Reporting Person serves as interim Chief Executive Officer at the request of the Board at any time during the two-year period commencing on the Succession Date (the "Transition Period") in the event that the Reporting Person's successor is no longer serving as Chief Executive Officer for any reason; and (iii) the Reporting Person serves as Vice Chairman of the Board for a period commencing on the Succession Date through the earlier of (A) the two-year anniversary of the Succession Date and (B) the date the Reporting Person fails to be nominated, appointed, or re-elected to the Board through no fault of the Reporting Person. The remaining one-third of the restricted stock units will vest if the Reporting Person satisfies the aforementioned service conditions and continues to serve as Vice Chairman of the Board for an additional period of two years thereafter. Subject to certain exceptions in the case of the death or disability of the Reporting Person or a change in control of the Issuer, no portion of the restricted stock units will vest prior to the end of the Transition Period. Represents dividend equivalent units ("DEUs") accrued on restricted stock units granted to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. DEUs are settled in shares of the Issuer's Class A Common Stock upon the vesting of the underlying restricted stock units. These shares are held in trust for the benefit of the Reporting Person's children. /s/ David Sandler 2011-10-25