MSC Industrial Direct (MSM) Form 4 MSC INDUSTRIAL DIRECT / Kimberly Shacklett ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Shacklett Kimberly

(Last) (First) (Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

515 BROADHOLLOW ROAD

(Street)

MELVILLE NY 11747

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC [ MSM ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP, Sales & Customer Success

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock, $0.001 par value	08/12/2022		M		3,337	A	$81.76	12,337	D
Class A Common Stock, $0.001 par value	08/12/2022		M		4,720	A	$83.03	17,057	D
Class A Common Stock, $0.001 par value	08/12/2022		S		8,057	D	$85(1)	9,000	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options (right to buy)	(2)	08/12/2022		M			3,337	(3)	10/22/2022	Class A Common Stock, $0.001 par value	3,337	$81.76	0	D
Options (right to buy)	(2)	08/12/2022		M			4,720	(4)	10/21/2022	Class A Common Stock, $0.001 par value	4,720	$83.03	0	D

Explanation of Responses:

1. Represents the sale of 8,057 shares in one transaction at $85.00 per share. 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.

2. Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").

3. An option to purchase 3,337 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 834 shares of Common Stock became exercisable on each of October 23, 2014, October 23, 2015, and October 23, 2016, and 835 shares of Common Stock became exercisable on October 23, 2017.

4. An option to purchase 4,720 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 1,180 shares of Common Stock became exercisable on each of October 22, 2015, October 22, 2016, October 22, 2017 and October 22, 2018.

	/s/ Kimberly Shacklett	08/16/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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