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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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 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) X Director 10% Owner X Officer (give title below) Other (specify below) President and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 10/17/2020
	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	10/17/2020		M		3,305	A	$0(1)	261,611	D
Class A Common Stock, $0.001 par value	10/17/2020		M		510.0921	A	$0(2)	262,121	D
Class A Common Stock, $0.001 par value	10/17/2020		F		0.0921(3)	D	$66.57	262,121	D
Class A Common Stock, $0.001 par value	10/19/2020		M		2,802	A	$0(1)	264,923	D
Class A Common Stock, $0.001 par value	10/19/2020		M		673.5022	A	$0(2)	265,597	D
Class A Common Stock, $0.001 par value	10/19/2020		F		0.5022(3)	D	$65.82	265,596	D
Class A Common Stock, $0.001 par value								162,457	I	See Footnote(4)

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)	10/17/2020		M			3,305	(5)	(5)	Class A Common Stock, $0.001 par value	3,305	$0	9,915	D
Dividend Equivalent Units	(2)	10/17/2020		M			510.0921	(2)	(2)	Class A Common Stock, $0.001 par value	510.0921	$0	8,416	D
Restricted Stock Units (RSU)	(1)	10/19/2020		M			2,802	(6)	(6)	Class A Common Stock, $0.001 par value	2,802	$0	0	D
Dividend Equivalent Units	(2)	10/19/2020		M			673.5022	(2)	(2)	Class A Common Stock, $0.001 par value	673.5022	$0	7,743	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 partially cover tax withholding obligations arising from the vesting of RSUs and DEUs.

4. Represents shares of Class B Common Stock held by a trust, the beneficiaries of which are family members of the Reporting Person. The Reporting Person disclaims Section 16 beneficial ownership of the shares held in the trust, except to the extent of his pecuniary interest therein.

5. 3,304 of 16,524 RSUs granted on October 17, 2018 vested on October 17, 2019. 3,305 RSUs vested on October 17, 2020, and vest on each of October 17, 2021, October 17, 2022, and October 17, 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 Person upon vesting.

6. 2,801 of 14,006 RSUs granted on October 19, 2015 vest on each of October 19, 2016, October 19, 2017, October 19, 2018, October 19, 2019 and 2,802 of these RSUs vest on 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.

	/s/ Erik Gershwind	10/20/2020
	** 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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