SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* GERSHWIND ERIK (Last) (First) (Middle) C/O MSC INDUSTRIAL DIRECT CO., INC. 75 MAXESS RD. (Street) MELVILLE NY US 11747 (City) (State) (Zip)	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) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 10/22/2014
	4. If Amendment, Date of 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

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	10/22/2014		A		5,720	A	$0	57,533(1)	D

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 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: 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
Options (right to buy)(2)	$83.03	10/22/2014		A		45,945		(3)	10/21/2021	Class A Common Stock, $0.001 par value	45,945	$0	45,945	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock, $.001 par value	1,025,045		1,025,045(5)	D
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock, $.001 par value	163,458		163,458	I	See footnote(6)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock, $.001 par value	158,077		158,077(7)	I	See footnote(8)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock, $.001 par value	10,960		10,960	I	See footnote(9)

Explanation of Responses:

1. These shares were granted under the Issuer's 2005 Omnibus Incentive Plan. One-half of the shares will vest on October 22, 2017 and one-quarter of the shares will vest on each of October 22, 2018 and October 22, 2019.

2. Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").

3. An option to purchase 45,945 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 11,486 shares of Common Stock become exercisable on each of October 22, 2015, October 22, 2016, and October 22, 2017, and 11,487 shares of Common Stock become exercisable on October 22, 2018.

4. The Class B Common Stock is convertible immediately on a one-for-one basis into shares of Class A Common Stock and does not expire.

5. Reflects a transfer of 12,500 shares of Class B Common Stock to Grantor Retained Annuity Trusts, of which the Reporting Person is the sole annuitant and trustee.

6. Represents shares of Class B Common Stock held by trusts of which the Reporting Person is a beneficiary and co-trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts, to the extent of such Reporting Person's pecuniary interest therein.

7. Reflects a transfer by the Reporting Person of 12,500 shares of Class B Common Stock to Grantor Retained Annuity Trusts, of which the Reporting Person is the sole annuitant and trustee.

8. Represents shares of Class B Common Stock held by trusts of which the Reporting Person is the sole annuitant and trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts, to the extent of such Reporting Person's pecuniary interest therein.

9. Represents shares of Class B Common Stock held by a trust of which the Reporting Person is the sole trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust.

	/s/ Erik Gershwind	10/24/2014
	** Signature of Reporting Person	Date
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).
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