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: BARUCH STEVEN N (EVP, STRATEGY & MARKETING)

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	529	—	Acquired	10882	Direct
2021-10-17	Class A Common Stock, $0.001 par value	M	129.24	—	Acquired	11011	Direct
2021-10-17	Class A Common Stock, $0.001 par value	F	196.24	$84.43	Disposed	10815	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-10-17	Restricted Stock Units (RSU)	$	M	529	Disposed		Class A Common Stock, $0.001 par value (529)	Direct
2021-10-17	Dividend Equivalent Units	$	M	129.24	Disposed		Class A Common Stock, $0.001 par value (129.24)	Direct

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: On October 17, 2018, 2,643 RSUs were granted. 528 RSUs vested on October 17, 2019 and October 17, 2020 and 529 RSUs vested on October 17, 2021. 529 RSUs 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.