SEC Form 4 · accession 0001003078-18-000120

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

May 16, 2018

Accepted (ET)

May 18, 2018 · 3:58 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 value^F1,F2	May 16, 2018	C	10,603	—	A	10,603	I	See Footnote
Class A Common Stock, $0.001 par value^F3,F2	May 16, 2018	S	10,603	$93.78	D	0	I	See Footnote
Class A Common Stock, $0.001 par value^F1,F2	May 17, 2018	C	4,397	—	A	4,397	I	See Footnote
Class A Common Stock, $0.001 par value^F4,F2	May 17, 2018	S	4,397	$94.91	D	0	I	See Footnote
Class A Common Stock, $0.001 par value^F1,F2	May 17, 2018	C	15,000	—	A	15,000	I	See Footnote
Class A Common Stock, $0.001 par value^F5,F2	May 17, 2018	S	15,000	$95.00	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 Stock^F2,F1	—	May 16, 2018	C	10,603	A	—	—	Class A Common Stock, $0.001 par value	10,603	57,925	I
Class B Common Stock^F2,F1	—	May 17, 2018	C	4,397	A	—	—	Class A Common Stock, $0.001 par value	4,397	53,528	I
Class B Common Stock^F2,F1	—	May 17, 2018	C	15,000	A	—	—	Class A Common Stock, $0.001 par value	15,000	38,528	I
Class B Common Stock^F6,F1	—	holding	—	—	—	—	—	Class A Common Stock, $0.001 par value	841,890	841,890	D
Class B Common Stock^F7,F8,F1	—	holding	—	—	—	—	—	Class A Common Stock, $0.001 par value	120,301	120,301	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 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 10,603 shares in multiple transactions, ranging from $93.50 to $94.11 per share, resulting in a weighted average sale price per share of $93.78. 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 4,397 shares in multiple transactions, ranging from $94.90 to $94.97 per share, resulting in a weighted average sale price per share of $94.91. 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.
F5Represents the sale of 15,000 shares in multiple transactions, ranging from $94.90 to $95.23 per share, resulting in a weighted average sale price per share of $95.00. 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.
F6Includes 5,071 shares of Class B Common Stock distributed to Mr. Gershwind as an annuity payment from a Grantor Retained Annuity Trust of which the Reporting Person is the sole annuitant and trustee.
F7Reflects a distribution of 5,071 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.
F8Represents shares of Class B Common Stock held by a trust of which the Reporting Person is the sole annuitant and trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust.