MSC INDUSTRIAL DIRECT CO INC — Director's Dealing 2014

Nov 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSC INDUSTRIAL DIRECT CO INC (MSM)
CIK: 0001003078
Period of Report: 2014-10-31

Reporting Person: KACZKA JEFFREY (EVP and CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-10-31	Class A Common Stock, $0.001 par value	M	4952	$66.69	Acquired	21096	Direct
2014-10-31	Class A Common Stock, $0.001 par value	S	4952	$80.9468	Disposed	16144	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-10-31	Options (right to buy)	$66.69	M	4952	Disposed	2018-10-20	Class A Common Stock, $0.001 par value (4952)	Direct

Footnotes

F1: Represents the sale of 4,952 shares in two separate transactions at $80.9301 and $81.00 per share resulting in a weighted average sale price per share of $80.9468. 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 range.

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

F3: An option to purchase 19,807 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Equity Plan. 4,951 shares of Common Stock became exercisable on October 21, 2012, an additional 4,952 shares of Common Stock became exercisable on each of October 21, 2013 and October 21, 2014, and 4,952 shares of Common Stock will become exercisable on October 21, 2015.