SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Shacklett Kimberly

(Last)

(First)

(Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

515 BROADHOLLOW ROAD

(Street)

MELVILLE

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)
11/06/2023

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	11/06/2023		A		888⁽¹⁾	A	$0	12,230	D
Class A Common Stock, $0.001 par value	11/06/2023		A		141.259	A	$0⁽²⁾	12,371	D
Class A Common Stock, $0.001 par value	11/06/2023		F		293.259⁽³⁾	D	$97.33	12,078	D
Class A Common Stock, $0.001 par value	11/06/2023		M		327	A	$0⁽⁴⁾	12,405	D
Class A Common Stock, $0.001 par value	11/06/2023		M		96.147	A	$0⁽⁵⁾	12,501	D
Class A Common Stock, $0.001 par value	11/06/2023		F		121.147⁽⁶⁾	D	$97.33	12,380	D
Class A Common Stock, $0.001 par value	11/06/2023		M		333	A	$0⁽⁴⁾	12,713	D
Class A Common Stock, $0.001 par value	11/06/2023		M		52.972	A	$0⁽⁵⁾	12,766	D
Class A Common Stock, $0.001 par value	11/06/2023		F		109.972⁽⁶⁾	D	$97.33	12,656	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)
Restricted Stock Units (RSU)	⁽⁴⁾	11/06/2023		M			327	⁽⁷⁾	⁽⁷⁾	Class A Common Stock, $0.001 par value	327	$0	0	D
Dividend Equivalent Units	⁽⁵⁾	11/06/2023		M			96.147	⁽⁵⁾	⁽⁵⁾	Class A Common Stock, $0.001 par value	96.147	$0	264	D
Restricted Stock Units (RSU)	⁽⁴⁾	11/06/2023		M			333	⁽⁸⁾	⁽⁸⁾	Class A Common Stock, $0.001 par value	333	$0	334	D
Dividend Equivalent Units	⁽⁵⁾	11/06/2023		M			52.972	⁽⁵⁾	⁽⁵⁾	Class A Common Stock, $0.001 par value	52.972	$0	211	D

Explanation of Responses:

1. 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.

2. 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.

3. Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of performance share units (PSUs).

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

5. 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 ot receive one share of Common Stock.

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

7. 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 each of November 6, 2022 and November 6, 2023.

8. 1,333 RSUs were granted on November 6, 2020. 333 RSUs vested on each of November 6, 2021, November 6, 2022 and November 6, 2023. 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.

Remarks:

	/s/ Kimberly Shacklett	11/08/2023
	** 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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