MSC INDUSTRIAL DIRECT CO INC — Director's Dealing 2021

Oct 19, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MSC INDUSTRIAL DIRECT CO INC (MSM)
CIK: 0001003078
Period of Report: 2021-10-17

Reporting Person: Jones Douglas E (EVP, Chief Supply Chain)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-10-17	Class A Common Stock, $0.001 par value	M	727	—	Acquired	965	Direct
2021-10-17	Class A Common Stock, $0.001 par value	M	177.614	—	Acquired	1142	Direct
2021-10-17	Class A Common Stock, $0.001 par value	F	269.614	$84.43	Disposed	837	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-17	Restricted Stock Units (RSU)	$	M	727	Disposed		Class A Common Stock, $0.001 par value (727)	Direct
2021-10-17	Dividend Equivalent Units	$	M	177.614	Disposed		Class A Common Stock, $0.001 par value (177.614)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock, $0.001 par value	3459	Indirect

Footnotes

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

F2: Includes shares acquired under the company's Associate Stock Purchase Plan.

F3: 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.

F4: Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs.

F5: 727 of 3,635 RSUs granted on October 17, 2018 vested on October 17, 2019, October 17, 2020, and October 17, 2021. 727 RSUs will vest on each of October 17, 2022, and October 17, 2023, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.