Gershwind Erik Form 4 MSC INDUSTRIAL DIRECT / ERIK GERSHWIND 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^*

GERSHWIND ERIK

(Last)

(First)

(Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

75 MAXESS ROAD

(Street)

MELVILLE

US 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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2018

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $0.001 par value	01/19/2018		C		40,000	A	⁽¹⁾	40,760	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/19/2018		S		6,250	D	$93.46⁽³⁾	34,510	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/19/2018		S		1,776	D	$94.14⁽⁴⁾	32,734	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/19/2018		S		700	D	$93.99⁽⁵⁾	32,034	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/19/2018		S		10,227	D	$94.03⁽⁶⁾	21,807	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/19/2018		S		100	D	$94.5	21,707	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/19/2018		S		6,150	D	$94.49⁽⁷⁾	15,557	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/19/2018		S		12,500	D	$94.46⁽⁸⁾	3,057	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/22/2018		C		63,492	A	⁽¹⁾	66,549	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/22/2018		S		1,725	D	$94⁽⁹⁾	64,824	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/22/2018		S		2,324	D	$93.91⁽¹⁰⁾	62,500	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/22/2018		S		12,500	D	$94	50,000	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value	01/22/2018		S		50,000	D	$93.8	0	I	See Footnote⁽²⁾
Class A Common Stock, $0.001 par value								117,885	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	01/19/2018		C			40,000	⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.001 par value	40,000	$0	147,532	I	See Footnote⁽²⁾
Class B Common Stock	⁽¹⁾	01/22/2018		C			63,492	⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.001 par value	63,492	$0	84,040	I	See Footnote⁽²⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.001 par value	821,872		821,872	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock, $0.001 par value	149,807		149,807	I	See Footnote⁽¹¹⁾

Explanation of Responses:

1. The Class B Common Stock is convertible immediately on a one-for-one basis into shares of Class A Common Stock and does not expire.

2. Represents 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.

3. Represents 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.

4. Represents 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.

5. Represents 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.

6. Represents 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.

7. Represents 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.

8. Represents 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.

9. Represents 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.

10. Represents 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.

11. Represents 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.

	/s/ Erik Gershwind	01/23/2018
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Gershwind Erik Form 4MSC INDUSTRIAL DIRECT / ERIK GERSHWIND ownership change