SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Dongre Neal

(Last)

(First)

(Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

(Street)

MELVILLE

11747

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2022

3. Issuer Name and Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC [ MSM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VP, Gen Counsel & Corp Sec

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, $0.001 par value	540	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units (RSU)	⁽²⁾	⁽²⁾	Class A Common Stock, $0.001 par value	28	⁽¹⁾	D
Restricted Stock Units (RSU)	⁽³⁾	⁽³⁾	Class A Common Stock, $0.001 par value	54	⁽¹⁾	D
Restricted Stock Units (RSU)	⁽⁴⁾	⁽⁴⁾	Class A Common Stock, $0.001 par value	230	⁽¹⁾	D
Restricted Stock Units (RSU)	⁽⁵⁾	⁽⁵⁾	Class A Common Stock, $0.001 par value	369	⁽¹⁾	D
Restricted Stock Units (RSU)	⁽⁶⁾	⁽⁶⁾	Class A Common Stock, $0.001 par value	351	⁽¹⁾	D
Restricted Stock Units (RSU)	⁽⁷⁾	⁽⁷⁾	Class A Common Stock, $0.001 par value	588	⁽¹⁾	D
Dividend Equivalent Unit	⁽⁸⁾	⁽⁸⁾	Class A Common Stock, $0.001 par value	161	⁽⁸⁾	D

Explanation of Responses:

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

2. 140 RSUs were granted on October 20, 2017. 28 RSUs vested on each of October 20, 2018, October 20, 2019, October 20, 2020 and October 20, 2021. 28 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.

3. 134 RSUs were granted on October 17, 2018. 26 RSUs vested on October 17, 2019 and 27 RSUs vested on each of October 17, 2020 and October 17, 2021. 27 RSUs vest on each of 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.

4. 458 RSUs were granted on November 6, 2019. 114 RSUs vested on each of November 6, 2020 and November 6, 2021. 115 RSUs vest on each of November 6, 2022 and 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 Person upon vesting.

5. 491 RSUs were granted on June 29, 2020. 122 RSUs vested on June 29, 2021. 123 RSUs vest on each of June 29, 2022, June 29, 2023 and June 29, 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.

6. 467 RSUs were granted on November 6, 2020. 116 RSUs vested on November 6, 2021. 117 RSUs vest on each of November 6, 2022, November 6, 2023 and 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.

7. 588 RSUs were granted on November 5, 2021. 147 RSUs vest on each of November 5, 2022, November 5, 2023, 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.

8. 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.

	/s/ Neal Dongre	04/18/2022
	** 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 5 (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.