Sec Form 4 Filing - Bledsoe Elizabeth @ 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

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1. Name and Address of Reporting Person Bledsoe Elizabeth 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 & Chief People Officer (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 1,002 ( 1 ) A $ 0 5,262 D Class A Common Stock, $0.001 par value 11/06/2023 A 159.394 A $ 0 ( 2 ) 5,421 D Class A Common Stock, $0.001 par value 11/06/2023 F 339.394 ( 3 ) D $ 97.33 5,082 D Class A Common Stock, $0.001 par value 11/06/2023 M 369 A $ 0 ( 4 ) 5,451 D Class A Common Stock, $0.001 par value 11/06/2023 M 108.496 A $ 0 ( 5 ) 5,559 D Class A Common Stock, $0.001 par value 11/06/2023 F 139.496 ( 6 ) D $ 97.33 5,420 D Class A Common Stock, $0.001 par value 11/06/2023 M 376 A $ 0 ( 4 ) 5,796 D Class A Common Stock, $0.001 par value 11/06/2023 M 59.813 A $ 0 ( 5 ) 5,856 D Class A Common Stock, $0.001 par value 11/06/2023 F 127.813 ( 6 ) D $ 97.33 5,728 D

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 369 ( 7 ) ( 7 ) Class A Common Stock, $0.001 par value 369 $ 0 0 D Dividend Equivalent Units ( 5 ) 11/06/2023 M 108.496 ( 5 ) ( 5 ) Class A Common Stock, $0.001 par value 108.496 $ 0 258 D Restricted Stock Units (RSU) ( 4 ) 11/06/2023 M 376 ( 8 ) ( 8 ) Class A Common Stock, $0.001 par value 376 $ 0 376 D Dividend Equivalent Units ( 5 ) 11/06/2023 M 59.813 ( 5 ) ( 5 ) Class A Common Stock, $0.001 par value 59.813 $ 0 198 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bledsoe Elizabeth C/O MSC INDUSTRIAL DIRECT CO., INC. 515 BROADHOLLOW ROAD MELVILLE, NY11747 SVP & Chief People Officer Signatures /s/ Elizabeth Bledsoe 11/08/2023 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 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 r ight 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 )1,474 RSUs were granted on November 6, 2019. 368 RSUs vested on each of November 6, 2020 and November 6, 2021, and 369 RSUs vested on each of November 6, 2022 and November 6, 2023. ( 8 )1,504 RSUs were granted on November 6, 2020. 376 RSUs vested on each of November 6, 2021, November 6, 2022 and November 6, 2023. 376 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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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