Sec Form 4 Filing - GERSHWIND ERIK @ MSC INDUSTRIAL DIRECT CO INC - 2023-10-04

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person GERSHWIND ERIK 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 (Last) (First) (Middle) C/O MSC INDUSTRIAL DIRECT CO., INC., 515 BROADHOLLOW ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/04/2023 (Street) MELVILLE, NY11747 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 10/04/2023 A 873,655 A 1,337,378 D Class A Common Stock, $0.001 par value 10/04/2023 A 245,000 A 245,000 I See footnotes ( 2 ) ( 3 ) Class A Common Stock, $0.001 par value 10/04/2023 A 61,027 A 61,027 I See footnotes ( 2 ) ( 4 ) Class A Common Stock, $0.001 par value 10/04/2023 A 140,007 A 302,464 I See footnotes ( 2 ) ( 5 ) Class A Common Stock, $0.001 par value 10/04/2023 A 102,435 A 102,435 I See footnotes ( 2 ) ( 6 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Class B Common Stock ( 1 ) 10/04/2023 D 713,188 ( 1 ) ( 1 ) Class A Common Stock, $0.001 par value 873,655 ( 7 ) ( 1 ) 0 D Class B Common Stock ( 1 ) 10/04/2023 D 200,000 ( 1 ) ( 1 ) Class A Common Stock, $0.001 par value 245,000 ( 7 ) ( 1 ) 0 I See footnotes ( 2 ) ( 3 ) Class B Common Stock ( 1 ) 10/04/2023 D 49,818 ( 1 ) ( 1 ) Class A Common Stock, $0.001 par value 61,027 ( 1 ) 0 I See footnotes ( 2 ) ( 4 ) Class B Common Stock ( 1 ) 10/04/2023 D 114,293 ( 1 ) ( 1 ) Class A Common Stock, $0.001 par value 140,007 ( 1 ) 0 I See footnotes ( 2 ) ( 8 ) Class B Common Stock ( 1 ) 10/04/2023 D 83,621 ( 1 ) ( 1 ) Class A Common Stock, $0.001 par value 102,435 ( 1 ) 0 I See footnotes ( 2 ) ( 6 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GERSHWIND ERIK C/O MSC INDUSTRIAL DIRECT CO., INC. 515 BROADHOLLOW ROAD MELVILLE, NY11747 X President and CEO Signatures /s/ Erik Gershwind 10/05/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )In connection with the closing of the reclassification of the Issuer's common stock exempt under Rule 16b-7, each share of the Issuer's Class B Common Stock, par value $0.001 (the "Class B Common Stock") was reclassified and converted into 1.225 shares of the Issuer's Class A Common Stock, par value $0.001 (the "Class A Common Stock"). The Class B Common Stock had no expiration date. The conversion of the shares of Class B Common Stock into shares of Class A Common Stock pursuant to the reclassification is also exempt under Rule 16b-3 to the extent of the pecuniary interest in the shares of the Reporting Person. ( 2 )The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. ( 3 )Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee. ( 4 )Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary. ( 5 )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 Reporting Person. ( 6 )Represents shares held by a Grantor Retained Annuity Trust of which the Reporting Person is a trustee and the beneficiaries of which are family members of the Reporting Person. ( 7 )Includes a transfer, prior to the closing of the reclassification, of 100,000 shares of Class B Common Stock from Mr. Gershwind to a Grantor Retained Annuity Trust, of which the Reporting Person is the sole annuitant and trustee. ( 8 )Represents shares held by a trust over whose trustee the Reporting Person can exercise remove and replace powers and the beneficiaries of which are family members of the Reporting Person.

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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