SEC Form 4/A · accession 0001003078-16-000200
MSC INDUSTRIAL DIRECT CO INC · MSM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Erik Gershwind
Officer — President and CEO · Director
Period of report
May 9, 2016
Accepted (ET)
May 24, 2016 · 3:20 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 Stock, $0.001 par valueF1 | May 9, 2016 | C | 92,402 | — | A | 168,863 | D | |
| Class A Common Stock, $0.001 par valueF2 | May 10, 2016 | J | 150,000 | — | D | 18,863 | D |
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 StockF3,F4,F1 | — | May 9, 2016 | C | 92,402 | A | — | — | Class A Common Stock, $0.001 par value | 92,402 | 619,827 | D |
| Class B Common StockF5,F6,F1 | — | holding | — | — | — | — | — | Class A Common Stock, $0.001 par value | 170,778 | 170,778 | I |
| Class B Common StockF7,F8,F4,F9,F1 | — | holding | — | — | — | — | — | Class A Common Stock, $0.001 par value | 463,573 | 463,573 | I |
Explanation of responses
- F1The Class B Common Stock is convertible immediately on a one-for-one basis into shares of Class A Common Stock and does not expire.
- F2For estate planning purposes, the reporting person transferred these shares to ESM-MSC, LLC, a limited liability company of which the reporting person is a member (the "Family LLC"). The reporting person received membership interests in the Family LLC in consideration for the transfer of such shares. The reporting person is not a controlling member of the Family LLC and does not have or share investment control over the Family LLC's portfolio
- F3Includes 26,130 shares of Class B Common Stock distributed to Mr. Gershwind as annuity payments from Grantor Retained Annuity Trusts and reflects a transfer of 125,000 shares of Class B Common Stock to Grantor Retained Annuity Trusts, of which the Reporting Person is the sole annuitant and trustee.
- F4Amendment to correct the figures reflected in footnotes (3) and (8).
- F5Represents the number of shares of Class B Common Stock held indirectly by the Reporting Person as of the date of this filing through trusts of which the Reporting Person is a beneficiary and co-trustee.
- F6Represents shares of Class B Common Stock held by trusts of which the Reporting Person is a beneficiary and co-trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts.
- F7Represents the number of shares of Class B Common Stock held indirectly by the Reporting Person as of the date of this filing through trusts of which the Reporting Person is the sole annuitant and trustee.
- F8Reflects a distribution of 26,130 shares of Class B Common Stock to Mr. Gershwind as annuity payments from Grantor Retained Annuity Trusts and a transfer by Mr. Gershwind of 125,000 shares of Class B Common Stock to Grantor Retained Annuity Trusts, of which the Reporting Person is the sole annuitant and trustee
- F9Represents shares of Class B Common Stock held by trusts of which the Reporting Person is the sole annuitant and trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts.