SEC Form 4 · accession 0001003078-18-000019

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

Nov 10, 2017

Accepted (ET)

Jan 17, 2018 · 4:21 pm EST

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 value^F1,F2	Jan 12, 2018	C	31,000	—	A	31,000	I	See Footnote
Class A Common Stock, $0.001 par value^F3,F2	Jan 12, 2018	S	8,000	$96.02	D	23,000	I	See Footnote
Class A Common Stock, $0.001 par value^F4,F2	Jan 12, 2018	S	22,240	$95.01	D	760	I	See Footnote
Class A Common Stock, $0.001 par value	holding	—	—		—	117,885	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 Stock^F5,F6,F1	—	Nov 10, 2017	G	2,204	D	—	—	Class A Common Stock, $0.001 par value	2,204	196,284	I
Class B Common Stock^F5,F6,F1	—	Nov 10, 2017	G	2,393	D	—	—	Class A Common Stock, $0.001 par value	2,393	196,284	I
Class B Common Stock^F7,F6,F1	—	Dec 18, 2017	G	5,877	D	—	—	Class A Common Stock, $0.001 par value	5,877	187,579	I
Class B Common Stock^F8,F6,F1	—	Jan 3, 2018	G	22,650	D	—	—	Class A Common Stock, $0.001 par value	22,650	149,807	I
Class B Common Stock^F2,F1	—	Jan 3, 2018	G	22,651	A	—	—	Class A Common Stock, $0.001 par value	22,651	218,532	I
Class B Common Stock^F2,F1	—	Jan 12, 2018	C	31,000	D	—	—	Class A Common Stock, $0.001 par value	31,000	187,532	I
Class B Common Stock^F9,F1	—	holding	—	—	—	—	—	Class A Common Stock, $0.001 par value	821,872	821,872	D

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 shares of Class B Common Stock held by a trust of which the Reporting Person is a beneficiary and co-trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust.
F3Represents the sale of 8,000 shares in 14 separate transactions, ranging from $96.00 to $96.23 per share, resulting in a weighted average sale price per share of $96.02. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
F4Represents the sale of 22,240 shares in 9 separate transactions, ranging from $95.00 to $95.08 per share, resulting in a weighted average sale price per share of $95.01. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
F5This transaction was previously reflected in column 9 of the Form 4 filed on 12/21/2017.
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.
F7Reflects aggregate distributions of 2,828 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.
F8Reflects a distribution of 15,122 shares of Class B Common Stock to Mr. Gershwind as an annuity payment from a Grantor Retained Annuity Trust of which the Reporting Person is the sole annuitant and trustee.
F9Includes 17,950 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.