MSC INDUSTRIAL DIRECT CO INC — Director's Dealing 2021

Dec 21, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSC INDUSTRIAL DIRECT CO INC (MSM)
CIK: 0001003078
Period of Report: 2020-11-10

Reporting Person: GERSHWIND ERIK (Director, President and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-30	Dividend Equivalent Units	$	A	728.518	Acquired		Class A Common Stock, $0.001 par value (728.518)	Direct
2020-11-10	Class B Common Stock	$	G	8693	Disposed		Class A Common Stock, $0.001 par value (8693)	Indirect
2020-11-10	Class B Common Stock	$	G	8693	Acquired		Class A Common Stock, $0.001 par value (8693)	Indirect
2020-11-10	Class B Common Stock	$	G	1949	Acquired		Class A Common Stock, $0.001 par value (1949)	Indirect
2020-11-10	Class B Common Stock	$	G	1948	Disposed		Class A Common Stock, $0.001 par value (1948)	Indirect
2020-11-10	Class B Common Stock	$	G	1948	Acquired		Class A Common Stock, $0.001 par value (1948)	Indirect
2020-11-13	Class B Common Stock	$	G	2322	Acquired		Class A Common Stock, $0.001 par value (2322)	Indirect
2020-11-13	Class B Common Stock	$	G	2321	Disposed		Class A Common Stock, $0.001 par value (2321)	Indirect
2020-11-13	Class B Common Stock	$	G	2321	Acquired		Class A Common Stock, $0.001 par value (2321)	Indirect
2021-05-17	Class B Common Stock	$	G	6689	Disposed		Class A Common Stock, $0.001 par value (6689)	Indirect
2021-05-17	Class B Common Stock	$	G	6689	Acquired		Class A Common Stock, $0.001 par value (6689)	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class B Common Stock	$		Class A Common Stock, $0.001 par value (911064)	911064	Direct

Footnotes

F1: 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.

F2: The Class B Common Stock is convertible immediately on a one-for-one basis into shares of Class A Common Stock and does not expire.

F3: Represents shares of Class B Common Stock held in Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held in the trusts, except to the extent of his pecuniary interest therein.

F4: Represents shares of Class B Common Stock held by a trust, the beneficiaries of which are family members of the Reporting Person. The Reporting Person disclaims Section 16 beneficial ownership of the shares held in the trust, except to the extent of his pecuniary interest therein.

F5: Represents shares of Class B Common Stock held by a trust of which the Reporting Person is a beneficiary and co-trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held by the trust, except to the extent of his pecuniary interest therein.

F6: Includes aggregate distributions of 45,450 shares of Class B Common Stock to Mr. Gershwind as annuity payments from Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.