Sec Form 4 Filing - GERSHWIND ERIK @ MSC INDUSTRIAL DIRECT CO INC - 2023-11-06

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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) 11/06/2023 (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 11/06/2023 A 21,726 ( 1 ) A $ 0 1,365,790 D Class A Common Stock, $0.001 par value 11/06/2023 A 3,456.081 A $ 0 ( 2 ) 1,369,246 D Class A Common Stock, $0.001 par value 11/06/2023 F 12,856.081 ( 3 ) D $ 97.33 1,356,390 D Class A Common Stock, $0.001 par value 11/06/2023 M 7,985 A $ 0 ( 4 ) 1,364,375 D Class A Common Stock, $0.001 par value 11/06/2023 M 2,347.805 A $ 0 ( 5 ) 1,366,723 D Class A Common Stock, $0.001 par value 11/06/2023 F 5,275.805 ( 6 ) D $ 97.33 1,361,447 D Class A Common Stock, $0.001 par value 11/06/2023 M 8,148 A $ 0 ( 4 ) 1,369,595 D Class A Common Stock, $0.001 par value 11/06/2023 M 1,296.15 A $ 0 ( 5 ) 1,370,891 D Class A Common Stock, $0.001 par value 11/06/2023 F 4,822.15 ( 6 ) D $ 97.33 1,366,069 D Class A Common Stock, $0.001 par value 11/07/2023 M 73,469 A $ 79.6 1,439,538 D Class A Common Stock, $0.001 par value 232,554 I See footnotes ( 7 ) ( 8 ) Class A Common Stock, $0.001 par value 61,027 I See footnotes ( 7 ) ( 9 ) Class A Common Stock, $0.001 par value 302,464 I See footnotes ( 7 ) ( 10 ) Class A Common Stock, $0.001 par value 102,435 I See footnotes ( 7 ) ( 11 )

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) ( 4 ) 11/06/2023 M 7,985 ( 12 ) ( 12 ) Class A Common Stock, $0.001 par value 7,985 $ 0 0 D Dividend Equivalent Units ( 5 ) 11/06/2023 M 2,347.805 ( 5 ) ( 5 ) Class A Common Stock, $0.001 par value 2,347.805 $ 0 3,850 D Restricted Stock Units (RSU) ( 4 ) 11/06/2023 M 8,148 ( 13 ) ( 13 ) Class A Common Stock, $0.001 par value 8,148 $ 0 8,148 D Dividend Equivalent Units ( 5 ) 11/06/2023 M 1,296.15 ( 5 ) ( 5 ) Class A Common Stock, $0.001 par value 1,296.15 $ 0 2,554 D Options (right to buy) ( 14 ) $ 79.6 11/07/2023 M 73,469 ( 15 ) 10/19/2024 Class A Common Stock, $0.001 par value 73,469 $ 0 0 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 11/07/2023 Signature of Reporting Person Date

Explanation of Responses:

( 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 PSUs and DEUs. ( 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 ot 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 )The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. ( 8 )Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee. ( 9 )Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary. ( 10 )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. ( 11 )Represents shares held by a Trust of which the Reporting Person is a trustee. ( 12 )31,937 RSUs were granted on November 6, 2019. 7,984 RSUs vested on each of November 6, 2020, November 6, 2021, November 6, 2022, and 7,985 RSUs vested on November 6, 2023. ( 13 )32,591 RSUs were granted on November 6, 2020. 8,147 RSUs vested on November 6, 2021, and 8,148 RSUs vested on each of November 6, 2022 and November 6, 2023. 8,148 RSUs vest on 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. ( 14 )Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock"). ( 15 )An option to purchase 73,469 shares of the Issuer's Common Stock was issued on October 20, 2017 to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 18,367 shares of Common Stock became exercisable on each of October 20, 2018, October 20, 2019 and October 20, 2020, and 18,368 shares of Common Stock became exercisable on October 20, 2021.

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.