MSC INDUSTRIAL DIRECT CO INC — Director's Dealing 2012

Aug 16, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSC INDUSTRIAL DIRECT CO INC (MSM)
CIK: 0001003078
Period of Report: 2012-08-16

Reporting Person: McGuire Eileen (EVP of Human Resources)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-16	Class A Common Stock, $0.001 par value	M	5000	$38.07	Acquired	22079	Direct
2012-08-16	Class A Common Stock, $0.001 par value	S	5000	$69.7975	Disposed	17079	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-16	Options (right to buy)	$38.07	M	5000	Disposed	2015-10-15	Class A Common Stock, $0.001 par value (5000)	Direct

Footnotes

F1: Represents the sale of 5,000 shares in 11 separate transactions ranging from $69.69 to $69.85 per share, resulting in a weighted average sale price per share of $69.7975. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.

F2: Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").

F3: An option to purchase 20,000 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Equity Plan. 5,000 shares of Common Stock became exercisable on each of October 16, 2009, October 16, 2010, and October 16, 2011, and an additional 5,000 shares of Common Stock will become exercisable on October 16, 2012.