Sec Form 4 Filing - GERSHWIND ERIK @ MSC INDUSTRIAL DIRECT CO INC - 2023-10-17

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) 10/17/2023 (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 10/17/2023 M 3,305 A $ 0 ( 1 ) 1,353,129 ( 2 ) D Class A Common Stock, $0.001 par value 10/17/2023 M 1,116.981 A $ 0 ( 3 ) 1,354,246 D Class A Common Stock, $0.001 par value 10/17/2023 F 1,594.981 ( 4 ) D $ 104.99 1,352,651 D Class A Common Stock, $0.001 par value 232,554 ( 2 ) I See footnotes ( 5 ) ( 6 ) Class A Common Stock, $0.001 par value 61,027 I See footnotes ( 5 ) ( 7 ) Class A Common Stock, $0.001 par value 302,464 I See footnotes ( 5 ) ( 8 ) Class A Common Stock, $0.001 par value 102,435 I See footnotes ( 5 ) ( 9 )

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 Restricted Stock Units (RSU) ( 1 ) 10/17/2023 M 3,305 ( 10 ) ( 10 ) Class A Common Stock, $0.001 par value 3,305 $ 0 0 D Dividend Equivalent Units ( 3 ) 10/17/2023 M 1,116.981 ( 3 ) ( 3 ) Class A Common Stock, $0.001 par value 1,116.981 $ 0 6,737 ( 11 ) D

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 10/19/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each RSU represents a contingent right to receive one share of Common Stock. ( 2 )Includes transfers of an aggregate of 12,446 shares of Class A Common Stock to Mr. Gershwind from Grantor Retained Annuity Trusts, of which the Reporting Person is the sole annuitant and trustee. ( 3 )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. ( 4 )Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs. ( 5 )The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. ( 6 )Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee. ( 7 )Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary. ( 8 )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. ( 9 )Represents shares held by a Trust of which the Reporting Person is a trustee. ( 10 )16,524 RSUs were granted on October 17, 2018. 3,304 RSUs vested on October 17, 2019. 3,305 RSUs vested on each of October 17, 2020, October 17, 2021, October 17, 2022 and October 17, 2023. ( 11 )Includes 632.226 dividend equivalent units accrued on November 29, 2022, 662.306 dividend equivalent units accrued on January 24, 2023, 602.091 dividend equivalent units accrued on April 25, 2023 and 544.416 dividend equivalent units accrued on July 25, 2023 with respect to outstanding awards of restricted stock units (RSUs). Such dividend equivalent units vest at the same time(s) as the underlying RSUs and represent a contingent right to receive one share of Common Stock.

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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