SEC Form 4 · accession 0001003078-18-000025
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
Jan 19, 2018
Accepted (ET)
Jan 23, 2018 · 4:16 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 valueF1,F2 | Jan 19, 2018 | C | 40,000 | — | A | 40,760 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF3,F2 | Jan 19, 2018 | S | 6,250 | $93.46 | D | 34,510 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF4,F2 | Jan 19, 2018 | S | 1,776 | $94.14 | D | 32,734 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF5,F2 | Jan 19, 2018 | S | 700 | $93.99 | D | 32,034 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF6,F2 | Jan 19, 2018 | S | 10,227 | $94.03 | D | 21,807 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF2 | Jan 19, 2018 | S | 100 | $94.50 | D | 21,707 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF7,F2 | Jan 19, 2018 | S | 6,150 | $94.49 | D | 15,557 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF8,F2 | Jan 19, 2018 | S | 12,500 | $94.46 | D | 3,057 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF1,F2 | Jan 22, 2018 | C | 63,492 | — | A | 66,549 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF9,F2 | Jan 22, 2018 | S | 1,725 | $94.00 | D | 64,824 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF10,F2 | Jan 22, 2018 | S | 2,324 | $93.91 | D | 62,500 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF2 | Jan 22, 2018 | S | 12,500 | $94.00 | D | 50,000 | I | See Footnote |
| Class A Common Stock, $0.001 par valueF2 | Jan 22, 2018 | S | 50,000 | $93.80 | D | 0 | 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 StockF2,F1 | — | Jan 19, 2018 | C | 40,000 | D | — | — | Class A Common Stock, $0.001 par value | 40,000 | 147,532 | I |
| Class B Common StockF2,F1 | — | Jan 22, 2018 | C | 63,492 | D | — | — | Class A Common Stock, $0.001 par value | 63,492 | 84,040 | I |
| Class B Common StockF1 | — | holding | — | — | — | — | — | Class A Common Stock, $0.001 par value | 821,872 | 821,872 | D |
| Class B Common StockF11,F1 | — | holding | — | — | — | — | — | Class A Common Stock, $0.001 par value | 149,807 | 149,807 | 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.
- F10Represents the sale of 2,324 shares in 6 separate transactions, ranging from $93.90 to $93.98 per share, resulting in a weighted average sale price per share of $93.91. 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.
- F11Represents 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.
- 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 6,250 shares in 60 separate transactions, ranging from $93.07 to $93.97 per share, resulting in a weighted average sale price per share of $93.46. 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 1,776 shares in 18 separate transactions, ranging from $94.00 to $94.30 per share, resulting in a weighted average sale price per share of $94.14. 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.
- F5Represents the sale of 700 shares in 8 separate transactions, ranging from $93.94 to $94.03 per share, resulting in a weighted average sale price per share of $93.99. 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.
- F6Represents the sale of 10,227 shares in 45 separate transactions, ranging from $93.75 to $94.24 per share, resulting in a weighted average sale price per share of $94.03. 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.
- F7Represents the sale of 6,150 shares in 28 separate transactions, ranging from $94.34 to $94.63 per share, resulting in a weighted average sale price per share of $94.49. 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.
- F8Represents the sale of 12,500 shares in 14 separate transactions, ranging from $94.40 to $94.954 per share, resulting in a weighted average sale price per share of $94.46. 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.
- F9Represents the sale of 1,725 shares in 3 separate transactions, ranging from $94.00 to $94.02 per share, resulting in a weighted average sale price per share of $94.00. 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.