SEC FORM 4

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

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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.

515 BROADHOLLOW ROAD

(Street)

MELVILLE

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)
10/04/2023

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $0.001 par value	10/04/2023		A		873,655	A	⁽¹⁾	1,337,378	D
Class A Common Stock, $0.001 par value	10/04/2023		A		245,000	A	⁽¹⁾	245,000	I	See footnotes⁽²⁾⁽³⁾
Class A Common Stock, $0.001 par value	10/04/2023		A		61,027	A	⁽¹⁾	61,027	I	See footnotes⁽²⁾⁽⁴⁾
Class A Common Stock, $0.001 par value	10/04/2023		A		140,007	A	⁽¹⁾	302,464	I	See footnotes⁽²⁾⁽⁵⁾
Class A Common Stock, $0.001 par value	10/04/2023		A		102,435	A	⁽¹⁾	102,435	I	See footnotes⁽²⁾⁽⁶⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	10/04/2023		D			713,188	⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.001 par value	873,655⁽⁷⁾	⁽¹⁾	0	D
Class B Common Stock	⁽¹⁾	10/04/2023		D			200,000	⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.001 par value	245,000⁽⁷⁾	⁽¹⁾	0	I	See footnotes⁽²⁾⁽³⁾
Class B Common Stock	⁽¹⁾	10/04/2023		D			49,818	⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.001 par value	61,027	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁴⁾
Class B Common Stock	⁽¹⁾	10/04/2023		D			114,293	⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.001 par value	140,007	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁸⁾
Class B Common Stock	⁽¹⁾	10/04/2023		D			83,621	⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.001 par value	102,435	⁽¹⁾	0	I	See footnotes⁽²⁾⁽⁶⁾

Explanation of Responses:

1. In connection with the closing of the reclassification of the Issuer's common stock exempt under Rule 16b-7, each share of the Issuer's Class B Common Stock, par value $0.001 (the "Class B Common Stock") was reclassified and converted into 1.225 shares of the Issuer's Class A Common Stock, par value $0.001 (the "Class A Common Stock"). The Class B Common Stock had no expiration date. The conversion of the shares of Class B Common Stock into shares of Class A Common Stock pursuant to the reclassification is also exempt under Rule 16b-3 to the extent of the pecuniary interest in the shares of the Reporting Person.

2. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.

3. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.

4. Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary.

5. 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.

6. Represents shares held by a Grantor Retained Annuity Trust of which the Reporting Person is a trustee and the beneficiaries of which are family members of the Reporting Person.

7. Includes a transfer, prior to the closing of the reclassification, of 100,000 shares of Class B Common Stock from Mr. Gershwind to a Grantor Retained Annuity Trust, of which the Reporting Person is the sole annuitant and trustee.

8. Represents shares held by a trust over whose trustee the Reporting Person can exercise remove and replace powers and the beneficiaries of which are family members of the Reporting Person.

Remarks:

	/s/ Erik Gershwind	10/05/2023
	** 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).
** 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.
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