Kimberly Shacklett 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)
11/04/2022

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	11/05/2022		M		195	A	$0(1)	9,530	D
Class A Common Stock, $0.001 par value	11/05/2022		M		7.309	A	$0(2)	9,537	D
Class A Common Stock, $0.001 par value	11/05/2022		F		58.309(3)	D	$82.57	9,479	D
Class A Common Stock, $0.001 par value	11/06/2022		A		504(4)	A	$0	9,983	D
Class A Common Stock, $0.001 par value	11/06/2022		M		125.271	A	(5)	10,108	D
Class A Common Stock, $0.001 par value	11/06/2022		F		180.271(6)	D	$82.57	9,928	D
Class A Common Stock, $0.001 par value	11/06/2022		M		327	A	$0(1)	10,255	D
Class A Common Stock, $0.001 par value	11/06/2022		M		81.277	A	$0(2)	10,336	D
Class A Common Stock, $0.001 par value	11/06/2022		F		117.277(3)	D	$82.57	10,219	D
Class A Common Stock, $0.001 par value	11/06/2022		M		333	A	$0(1)	10,552	D
Class A Common Stock, $0.001 par value	11/06/2022		M		39.409	A	$0(2)	10,591	D
Class A Common Stock, $0.001 par value	11/06/2022		F		107.409(3)	D	$82.57	10,484	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
Restricted Stock Units (RSU)	(1)	11/04/2022		A		1,665		(7)	(7)	Class A Common Stock, $0.001 par value	1,665	$0	1,665	D
Restricted Stock Units (RSU)	(1)	11/05/2022		M			195	(8)	(8)	Class A Common Stock, $0.001 par value	195	$0	587	D
Dividend Equivalent Units	(2)	11/05/2022		M			7.309	(2)	(2)	Class A Common Stock, $0.001 par value	7.309	$0	496	D
Dividend Equivalent Units	(5)	11/06/2022		M			125.271	(5)	(5)	Class A Common Stock, $0.001 par value	125.271	$0	125(9)	D
Restricted Stock Units (RSU)	(1)	11/06/2022		M			327	(10)	(10)	Class A Common Stock, $0.001 par value	327	$0	327	D
Dividend Equivalent Units	(2)	11/06/2022		M			81.277	(2)	(2)	Class A Common Stock, $0.001 par value	81.277	$0	415	D
Restricted Stock Units (RSU)	(1)	11/06/2022		M			333	(11)	(11)	Class A Common Stock, $0.001 par value	333	$0	667	D
Dividend Equivalent Units	(2)	11/06/2022		M			39.409	(2)	(2)	Class A Common Stock, $0.001 par value	39.409	$0	375	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of Common Stock.

2. The 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.

3. Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs.

4. Represents the number of shares acquired upon vesting of previously awarded performance share units (PSUs) upon determination by the Compensation Committee of the satisfaction of the underlying performance criteria of such PSUs.

5. The dividend equivalent units accrued with respect to outstanding awards of PSUs and vest at the same time(s) as the underlying PSUs. Each dividend equivalent unit represents a contingent right to receive one share of Common Stock.

6. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of PSUs.

7. 1,665 RSUs were granted on November 4, 2022. 416 RSUs vest on each of November 4, 2023, November 4, 2024, and November 4, 2025, and 417 RSUs vest on November 4, 2026, 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.

8. 782 RSUs were granted on November 5, 2021. 195 RSUs vested on November 5, 2022. 195 RSUs vest on November 5, 2023, and 196 RSUs vest on each of November 5, 2024 and November 5, 2025 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.

9. Represents the number of dividend equivalent units with respect to the underlying award of PSUs.

10. 1,306 RSUs were granted on November 6, 2019. 326 RSUs vested on each of November 6, 2020 and November 6, 2021, and 327 RSUs vested on November 6, 2022. 327 RSUs vest on November 6, 2023 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 .

11. 1,333 RSUs were granted on November 6, 2020. 333 RSUs vested on each of November 6, 2021 and November 6, 2022. 333 RSUs vest on November 6, 2023 and 334 RSUs vest on November 6, 2024 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.

	/s/ Kimberly Shacklett	11/08/2022
	** 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).
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