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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/03/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | 11/03/2023 | S | 13,599 | D | $97.9058 | 1,339,052 | D | |||
Class A Common Stock, $0.001 par value | 11/04/2023 | M | 4,920 | A | $0(1) | 1,343,972 | D | |||
Class A Common Stock, $0.001 par value | 11/04/2023 | M | 179.189 | A | $0(2) | 1,344,151 | D | |||
Class A Common Stock, $0.001 par value | 11/04/2023 | F | 2,603.189(3) | D | $97.78 | 1,341,548 | D | |||
Class A Common Stock, $0.001 par value | 11/05/2023 | M | 4,781 | A | $0(1) | 1,346,329 | D | |||
Class A Common Stock, $0.001 par value | 11/05/2023 | M | 359.855 | A | $0(2) | 1,346,689 | D | |||
Class A Common Stock, $0.001 par value | 11/05/2023 | F | 2,624.855(3) | D | $97.78 | 1,344,064 | D | |||
Class A Common Stock, $0.001 par value | 232,554 | I | See footnotes(4)(5) | |||||||
Class A Common Stock, $0.001 par value | 61,027 | I | See footnotes(4)(6) | |||||||
Class A Common Stock, $0.001 par value | 302,464 | I | See footnotes(4)(7) | |||||||
Class A Common Stock, $0.001 par value | 102,435 | I | See footnotes(4)(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | 11/03/2023 | A | 18,152 | (9) | (9) | Class A Common Stock, $0.001 par value | 18,152 | $0 | 18,152 | D | ||||
Restricted Stock Units (RSU) | (1) | 11/04/2023 | M | 4,920 | (10) | (10) | Class A Common Stock, $0.001 par value | 4,920 | $0 | 14,760 | D | ||||
Dividend Equivalent Units | (2) | 11/04/2023 | M | 179.189 | (2) | (2) | Class A Common Stock, $0.001 par value | 179.189 | $0 | 6,557 | D | ||||
Restricted Stock Units (RSU) | (1) | 11/05/2023 | M | 4,781 | (11) | (11) | Class A Common Stock, $0.001 par value | 4,781 | $0 | 9,564 | D | ||||
Dividend Equivalent Units | (2) | 11/05/2023 | M | 359.855 | (2) | (2) | Class A Common Stock, $0.001 par value | 359.855 | $0 | 6,198 | 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 ot 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. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. |
5. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee. |
6. Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary. |
7. Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers and the beneficiaries of which are family members of the Report Person. |
8. Represents shares held by a Trust of which the Reporting Person is a trustee. |
9. 18,152 RSUs were granted on November 3, 2023. 4,538 RSUs vest on each of November 3, 2024, November 3, 2025, November 3, 2026 and November 3, 2027, 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. |
10. 19,680 RSUs were granted on November 4, 2022. 4,920 RSUs vested on November 4, 2023. 4,920 RSUs vest on each of November 4, 2024, November 4, 2025 and 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. |
11. 19,126 RSUs were granted on November 5, 2021. 4,781 RSUs vested on each of November 5, 2022 and November 5, 2023. 4,782 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. |
Remarks: |
/s/ Erik Gershwind | 11/06/2023 | |
** 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). | ||
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. |