SEC Form 4 · accession 0001003078-18-000257
MSC INDUSTRIAL DIRECT CO INC · MSM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kari D Heerdt
Officer — SVP, Chief People Officer
Period of report
Oct 19, 2018
Accepted (ET)
Oct 23, 2018 · 7:12 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 | Oct 19, 2018 | M | 654 | $0.00 | A | 6,256 | D | |
| Class A Common Stock, $0.001 par valueF3,F2 | Oct 19, 2018 | M | 49 | $0.00 | A | 6,304 | D | |
| Class A Common Stock, $0.001 par valueF4,F2 | Oct 19, 2018 | F | 211 | $80.65 | D | 6,094 | D | |
| Class A Common Stock, $0.001 par valueF1,F2 | Oct 20, 2018 | M | 552 | $0.00 | A | 6,646 | D | |
| Class A Common Stock, $0.001 par valueF3,F2 | Oct 20, 2018 | M | 14 | $0.00 | A | 6,660 | D | |
| Class A Common Stock, $0.001 par valueF4,F2 | Oct 20, 2018 | F | 170 | $80.65 | D | 6,490 | D | |
| Class A Common Stock, $0.001 par valueF5,F2 | Oct 20, 2018 | F | 92 | $80.65 | A | 6,398 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock Units (RSU)F1,F6 | — | Oct 19, 2018 | M | 654 | D | — | — | Class A Common Stock, $0.001 par value | 654 | 9,191 | D |
| Restricted Stock Units (RSU)F1,F7 | — | Oct 20, 2018 | M | 552 | D | — | — | Class A Common Stock, $0.001 par value | 552 | 8,639 | D |
| Dividend Equivalent Units (DEU)F3 | — | Oct 19, 2018 | M | 49 | D | — | — | Class A Common Stock, $0.001 par value | 49 | 286 | D |
| Dividend Equivalent Units (DEU)F3 | — | Oct 20, 2018 | M | 14 | D | — | — | Class A Common Stock, $0.001 par value | 14 | 272 | D |
Explanation of responses
- F1Each RSU represents a contingent right to receive one share of Common Stock.
- F2Includes shares acquired under the company's Associate Stock Purchase Plan.
- F3The dividend equivalent units accrued with respect to outstanding awards of restricted stock units (RSUs) and vest at the same time(s) as the underlying RSUs. Each dividend equivalent unit represents a contingent right to receive one share of Common Stock.
- F4Disposition of Class A Common Stock to the Issuer solely to cover tax withholding obligations arising from the vesting of RSUs and DEUs.
- F5Disposition of Class A Common Stock to the Issuer solely to cover tax withholding obligations arising from the vesting of the previous grant of restricted shares.
- F6653 of 3,268 RSUs granted on October 19, 2015 vested on each of October 19, 2016, and October 19, 2017, and 654 RSUs vested on October 19, 2018. 654 RSUs vest on each of October 19, 2019 and October 19, 2020, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.
- F7552 of 2,763 RSUs granted on October 20, 2017 vested on October 20, 2018. 552 RSUs vest on October 20, 2019, and 553 RSUs vest on each of October 20, 2020, October 20, 2021, and October 20, 2022, provided that the Reporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting.