MSC INDUSTRIAL DIRECT CO INC — Director's Dealing 2021

Oct 28, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSC INDUSTRIAL DIRECT CO INC (MSM)
CIK: 0001003078
Period of Report: 2021-10-26

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-26	Class A Common Stock, $0.001 par value	M	2314	—	Acquired	290532	Direct
2021-10-26	Class A Common Stock, $0.001 par value	M	701.769	—	Acquired	291234	Direct
2021-10-26	Class A Common Stock, $0.001 par value	F	0.769	$81.9	Disposed	291233	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-26	Restricted Stock Units (RSU)	$	M	2314	Disposed		Class A Common Stock, $0.001 par value (2314)	Direct
2021-10-26	Dividend Equivalent Units	$	M	701.769	Disposed		Class A Common Stock, $0.001 par value (701.769)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, $0.001 par value	162457	Indirect

Footnotes

F1: Each RSU represents a contingent right to receive one share of Common Stock.

F2: 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.

F3: Disposition of Class A Common Stock to the Issuer to partially cover tax withholding obligations arising from the vesting of RSUs and DEUs.

F4: Represents shares of Class A 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: 2,313 of 11,566 RSUs granted on October 26, 2016 vested on each of October 26, 2017, October 26, 2018, October 26, 2019, and October 26, 2020, and 2,314 RSUs vested on October 26, 2021.