SEC Form 4 · accession 0000950142-16-004286
MSC INDUSTRIAL DIRECT CO INC · MSM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mitchell Jacobson
Director · 10% Owner
Period of report
Aug 10, 2016
Accepted (ET)
Aug 11, 2016 · 7:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001003078
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F4 | Aug 10, 2016 | C | 711,966 | — | A | 711,966 | I | By Trust |
| Class A Common StockF4 | Aug 10, 2016 | D | 711,966 | $72.50 | D | 0 | I | By Trust |
| Class A Common Stock | holding | — | — | — | 117,667 | D | ||
| Class A Common StockF3 | holding | — | — | — | 107,829 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF4,F5,F1 | — | Aug 10, 2016 | C | 711,966 | D | — | — | Class A Common Stock | 711,966 | 409,647 | I |
| Class B Common StockF5,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 4,585,858 | D |
| Class B Common StockF3,F5,F1 | — | holding | — | — | — | — | — | Class A Common Stock | — | 2,129,108 | I |
Explanation of responses
- F1The Class B Common Stock is convertible immediately in a one-for-one basis into shares of Class A Common Stock and does not expire.
- F2Sale pursuant to Stock Purchase Agreement dated July 5, 2016 based on the final results of the Issuer's self-tender offer announced on August 10, 2016. The closing of the sale is expected to occur on August 19, 2016.
- F3Such shares are owned by trusts for the benefit of the Reporting Person's son, of which the Reporting Person's spouse is a Trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust.
- F4The Reporting Person may be deemed to beneficially own such shares as Settlor and Trustee of grantor retained annuity trusts. The Reporting Person disclaims beneficial ownership of the shares held by such trusts.
- F5The amounts shown in Column 9 of Table II reflect (in addition to the transactions described herein) changes in form of beneficial ownership that have occurred since the Reporting Person's prior report.