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*
POLLI GREGORY

(Last) (First) (Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD

(Street)
MELVILLE NY 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)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, PRODUCT MANAGEMENT
3. Date of Earliest Transaction (Month/Day/Year)
10/19/2018
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)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.001 par value 10/19/2018 M 495 A $0(1) 7,912(2) D
Class A Common Stock, $0.001 par value 10/19/2018 M 36.8887 A $0(3) 7,950(2) D
Class A Common Stock, $0.001 par value 10/19/2018 F 180.8887(4) D $80.65 7,769(2) D
Class A Common Stock, $0.001 par value 10/20/2018 M 366 A $0(1) 8,135(2) D
Class A Common Stock, $0.001 par value 10/20/2018 M 9.4536 A $0(3) 8,144(2) D
Class A Common Stock, $0.001 par value 10/20/2018 F 128.4536(4) D $80.65 8,016(2) 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) 10/19/2018 M 495 (5) (5) Class A Common Stock, $0.001 par value 495 $0 6,380 D
Restricted Stock Units (RSU) (1) 10/20/2018 M 366 (6) (6) Class A Common Stock, $0.001 par value 366 $0 6,014 D
Dividend Equivalent Units (DEU) (3) 10/19/2018 M 36.8887 (3) (3) Class A Common Stock, $0.001 par value 36.8887 $0 207 D
Dividend Equivalent Units (DEU) (3) 10/20/2018 M 9.4536 (3) (3) Class A Common Stock, $0.001 par value 9.4536 $0 197 D
Explanation of Responses:
1. Each RSU represents a contingent right to receive one share of Common Stock.
2. Includes shares acquired under the company's Associate Stock Purchase Plan.
3. 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.
4. Disposition of Class A Common Stock to the Issuer solely to cover tax withholding obligations arising from the vesting of RSUs and DEUs.
5. 494 of 2,474 RSUs granted on October 19, 2015 vested on October 19, 2016, and 495 RSUs vested on each of October 19, 2017 and October 19, 2018. 495 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.
6. 366 of 1,831 RSUs granted on October 20, 2017 vested on October 20, 2018. 366 RSUs vest on each of October 20, 2019, October 20, 2020, and October 20, 2021, and 367 RSUs vest on 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.
/s/ Gregory Polli 10/23/2018
** 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).
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