MSC INDUSTRIAL DIRECT CO INC — Director's Dealing 2012

Jan 10, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSC INDUSTRIAL DIRECT CO INC (MSM)
CIK: 0001003078
Period of Report: 2012-01-06

Reporting Person: COX THOMAS (Executive VP, Sales)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-06	Class A Common Stock, $0.001 par value	M	10000	$38.07	Acquired	34112	Direct
2012-01-06	Class A Common Stock, $0.001 par value	S	14796	$72.9952	Disposed	19316	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-06	Options (right to buy)	$38.07	M	10000	Disposed	2015-10-15	Class A Common Stock, $.001 par value (10000)	Direct

Footnotes

F1: Balance reflects the exercise of stock options and the reconciliation of a previously reported balance.

F2: Represents the sale of 14,796 shares in 23 separate transactions ranging from $72.94 to $73.09 per share, resulting in a weighted average sale price per share of $72.9952. 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.

F3: Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").

F4: An option to purchase 40,000 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Equity Plan. 10,000 shares of Common Stock became exercisable on each of October 16, 2009, October 16, 2010 and October 16, 2011, and an additional 10,000 shares of Common Stock will become exercisable on October 16, 2012.