MSC Industrial Direct Co. Inc.

11/07/2024 | Press release | Distributed by Public on 11/07/2024 08:50

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN 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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Shacklett Kimberly
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
(Last) (First) (Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 515 BROADHOLLOW ROAD 		3. Date of Earliest Transaction (Month/Day/Year)
11/05/2024
(Street)
MELVILLE, NY 11747 		4. If Amendment, Date 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
(City) (State) (Zip)
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 11/05/2024 A 782(1) A $ 0 14,376 D
Class A Common Stock, $0.001 par value 11/05/2024 A 89.509 A $ 0 (2) 14,466 D
Class A Common Stock, $0.001 par value 11/05/2024 F 249.509(3) D $82.06 14,216 D
Class A Common Stock, $0.001 par value 11/05/2024 M 196 A $ 0 (4) 14,412 D
Class A Common Stock, $0.001 par value 11/05/2024 M 22.435 A $ 0 (5) 14,434 D
Class A Common Stock, $0.001 par value 11/05/2024 F 63.435(6) D $82.06 14,371 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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 control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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) (4) 11/05/2024 M 196 (7) (7) Class A Common Stock, $0.001 par value 196 $ 0 196 D
Dividend Equivalent Units (5) 11/05/2024 M 22.435 (5) (5) Class A Common Stock, $0.001 par value 22.435 $ 0 207 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Shacklett Kimberly
C/O MSC INDUSTRIAL DIRECT CO., INC.
515 BROADHOLLOW ROAD
MELVILLE, NY 11747 		SVP, Sales & Customer Success

Signatures

/s/ Kimberly Shacklett 11/07/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(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 to 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) 782 RSUs were granted on November 5, 2021. 195 RSUs vested on each of November 5, 2022 and November 5, 2023, and 196 RSUs vested on November 5, 2024. 196 RSUs vest on 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.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.