MSC INDUSTRIAL DIRECT CO INC — Director's Dealing 2012

Nov 30, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSC INDUSTRIAL DIRECT CO INC (MSM)
CIK: 0001003078
Period of Report: 2012-11-28

Reporting Person: JACOBSON MITCHELL (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-28	Class A Common Stock	C	50000	—	Acquired	58049	Direct
2012-11-28	Class A Common Stock	G	35000	—	Disposed	23049	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-28	Class B Common Stock	$	C	50000	Disposed		Class A Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	104862	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock ()	1858279	Indirect
Class B Common Stock	$		Class A Common Stock ()	1599343	Indirect

Footnotes

F1: The Class B Common Stock is convertible immediately in a one-for-one basis into shares of Class A Common Stock and does not expire.

F2: Such shares are owned by trusts for the benefit of the Reporting Person's son, of which the Reporting Person's spouse is a Trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts.

F3: The Reporting Person may be deemed to beneficially own such shares as Settlor and Trustee of grantor retained annuity trusts. The Reporting Person disclaims beneficial ownership of the shares held by such trusts.