SEC Form 4 · accession 0001003078-16-000248
MSC INDUSTRIAL DIRECT CO INC · MSM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Erik Gershwind
Officer — President and CEO · Director
Period of report
Aug 10, 2016
Accepted (ET)
Aug 11, 2016 · 5:18 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,F2 | Aug 10, 2016 | C | 69,123 | — | A | 69,123 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF2 | Aug 10, 2016 | D | 69,123 | $72.50 | D | 0 | I | See Footnote |
| Class A Common Stock, $0.001 par value | holding | — | — | — | 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 StockF4,F5,F6,F1 | — | Aug 10, 2016 | C | 69,123 | D | — | — | Class A Comon Stock, $0.001 par value | 69,123 | 366,780 | I |
| Class B Common StockF7,F1 | — | holding | — | — | — | — | — | Class A Comon Stock, $0.001 par value | 647,497 | 647,497 | D |
| Class B Common StockF8,F1 | — | holding | — | — | — | — | — | Class A Comon Stock, $0.001 par value | 170,778 | 170,778 | 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.
- F2Represents the number of shares of Class A 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
- F3Sale 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.
- F4Represents 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.
- F5Reflects aggregate distributions of 27,670 shares of Class B Common Stock to Mr. Gershwind as annuity payments from Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
- F6Represents 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.
- F7Includes 27,670 shares of Class B Common Stock distributed to Mr. Gershwind as annuity payments from Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
- F8Represents 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.