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)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2024

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	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⁾

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)
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

Explanation of Responses:

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.

Remarks:

	/s/ Erik Gershwind	11/05/2024
	** 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).
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