Sec Form 4 Filing - Hill John @ MSC INDUSTRIAL DIRECT CO INC - 2024-04-18

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 Hill John 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 Digital Info Offr. (Last) (First) (Middle) C/O MSC INDUSTRIAL DIRECT CO., INC., 515 BROADHOLLOW ROAD 3. Date of Earliest Transaction (MM/DD/YY) 04/18/2024 (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 04/18/2024 M 1,035 A $ 0 ( 1 ) 2,496 D Class A Common Stock, $0.001 par value 04/18/2024 M 66.457 A $ 0 ( 2 ) 2,562 D Class A Common Stock, $0.001 par value 04/18/2024 F 265.457 ( 3 ) D $ 91.44 2,297 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) ( 1 ) 04/18/2024 M 1,035 ( 4 ) ( 4 ) Class A Common Stock, $0.001 par value 1,035 $ 0 2,070 D Dividend Equivalent Units ( 2 ) 04/18/2024 M 66.457 ( 2 ) ( 2 ) Class A Common Stock, $0.001 par value 66.457 $ 0 323 ( 5 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hill John C/O MSC INDUSTRIAL DIRECT CO., INC. 515 BROADHOLLOW ROAD MELVILLE, NY11747 SVP, Chief Digital Info Offr. Signatures /s/ John Hill 04/19/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each RSU represents a contingent right to receive one share of Common Stock. ( 2 )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. ( 3 )Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs. ( 4 )4,140 RSUs were granted on April 18, 2022. 1,035 RSUs vested on each of April 18, 2023 and April 18, 2024. 1,035 RSUs vest on each of April 18, 2025 and April 18, 2026, 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. ( 5 )Includes 77.026 dividend equivalent units accrued on November 28, 2023 and 78.158 dividend equivalent units accrued on January 23, 2024 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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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