Sec Form 4 Filing - LEEDS RICHARD @ GLOBAL INDUSTRIAL Co - 2021-12-14

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 LEEDS RICHARD 2. Issuer Name and Ticker or Trading Symbol GLOBAL INDUSTRIAL Co [ GIC] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O GLOBAL INDUSTRIAL COMPANY, 11 HARBOR PARK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2021 (Street) PORT WASHINGTON, NY11050 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 Common Stock 12/14/2021 G 4,340,000( 1 ) D $ 0 5,284,771 I By 2008 Trusts( 2 ) Common Stock 12/16/2021 G 2,891,736( 3 ) A $ 0 2,891,736 I By 2021 Trusts( 4 ) Common Stock 12/16/2021 P 2,068,264( 5 )( 6 ) A $ 32.368 2,068,264 I By 2021 Trusts( 4 ) Common Stock 1,306,125 D Common Stock 1,639,009 I By Trusts, as noted in Footnote No. 7( 7 ) Common Stock 1,026,635 I By Trusts, as noted in Footnote No. 8( 8 )( 9 ) Common Stock 994,233 I By Partnerships( 10 ) Common Stock 1,414 I By LLC( 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other LEEDS RICHARD C/O GLOBAL INDUSTRIAL COMPANY 11 HARBOR PARK DRIVE PORT WASHINGTON, NY11050 X X Executive Chairman Signatures /s/ Richard Leeds 12/16/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were distributed, for no consideration, by each of the Bruce Leeds 2008 Family Trust and the Robert Leeds 2008 Family Trust (collectively, the "2008 Trusts") to the beneficiaries of each of the 2008 Trusts, as follows: (i) 620,000 shares to Jamie Lynn Meltsner, as a beneficiary of the Bruce Leeds 2008 Family Trust; (ii) 620,000 shares to Stacey Leeds Cohen, as a beneficiary of the Bruce Leeds 2008 Family Trust; (iii) 620,000 shares to Steven Leeds, as a beneficiary of the Bruce Leeds 2008 Family Trust; (iv) 620,000 shares to Andrew Leeds, as a beneficiary of the Robert Leeds 2008 Family Trust; (v) 620,000 shares to Alex Leeds, as a beneficiary of the Robert Leeds 2008 Family Trust; (vi) 620,000 shares to Jessica Leeds, as a beneficiary of the Robert Leeds 2008 Family Trust; and (vii) 620,000 shares to Matthew Leeds, as a beneficiary of the Robert Leeds 2008 Family Trust. ( 2 )Shares are owned by each of the 2008 Trusts for the benefit of the reporting person's family, for which the reporting person acts as co-trustee. Mr. Leeds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein ( 3 )The transaction is the receipt of a gift of shares, as follows: (i) 361,467 shares gifted from Alex Leeds to the Alex Leeds 2021 Trust; (ii) 361,467 shares gifted from Andrew Leeds to the Andrew Leeds 2021 Trust; (iii) 361,467 shares gifted from Brandon Leeds to the Brandon Leeds 2021 Trust; (iv) 361,467 shares gifted from Hallie Leeds to the Hallie Leeds 2021 Trust; (v) 361,467 shares gifted from Jessica Rosen to the Jessica Rosen 2021 Trust; (vi) 361,467 shares gifted from Jordan Leeds to the Jordan Leeds 2021 Trust; (vii) 361,467 shares gifted from Kasey Leeds to the Kasey Leeds 2021 Trust; and (viii) 361,467 shares gifted from Matthew Leeds to the Matthew Leeds 2021 Trust (collectively, all of the trusts described in footnote 3(i)-3(viii), the "2021 Trusts"). ( 4 )Shares are owned by each of the 2021 Trusts for the benefit of the reporting person's family, for which the reporting person acts as co-trustee. Mr. Leeds disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. ( 5 )These shares were purchased as follows [as described in this footnote and in footnote 6]: (i) 258,533 shares purchased from Alex Leeds by the Alex Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (ii) 258,533 shares purchased from Andrew Leeds by the Andrew Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (iii) 258,533 shares purchased from Brandon Leeds by the Brandon Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (iv) 258,533 shares purchased from Hallie Leeds by the Hallie Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14;(v) 258,533 shares purchased from Jessica Rosen by the Jessica Rosen 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; ( 6 )[continuation of footnote 5] (vi) 258,533 shares purchased from Jordan Leeds by the Jordan Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (vii) 258,533 shares purchased from Kasey Leeds by the Kasey Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14; (viii) 258,533 shares purchased from Matthew Leeds by the Matthew Leeds 2021 Trust in exchange for an unsecured promissory note in the amount of $8,368,196.14. ( 7 )Includes: 1,104,457 shares owned by the Richard Leeds 2020 GRAT #2, a trust for the benefit of Mr. Leeds and of which Mr. Leeds is the trustee; and 534,552 shares owned by the Richard Leeds 2020 GRAT, a trust for the benefit of Mr. Leeds and of which Mr. Leeds is the trustee. ( 8 )Includes, an aggregate of 1,026,635 shares owned by trusts for the benefit of reporting person's family for which Mr. Leeds acts as trustee or co-trustee: 20,057 shares owned by the Bruce Leeds 2011 Family Trust; 18,358 shares owned by the Robert Leeds 2011 Family Trust, 440,557 shares owned by the Bruce Leeds Irrevocable Trust; 440,557 shares owned by the Robert Leeds Irrevocable Trust; 23,554 shares owned by the Trust UWO Michael Leeds FBO Bruce Leeds; 12,500 shares owned by the Brandon Leeds 2010 Grantor Trust UA DTD 8/24/2010; 12,500 shares owned by the Hallie Leeds 2020 Trust UA DTD 12/22/2020; 12,500 shares owned by the Jordan Leeds 2016 Trust UA DTD 1/22/2016; 12,500 shares owned by the Kasey Leeds 2012 Trust UA DTD 11/19/2012; 5,840 shares owned by the Paul Leeds Marital TrU/A DTD 10/24/2006 FBO Roberta Leeds; 2,080 shares owned by the Paul Leeds Gst Tr U/A DTD 10/24/2006 FBO Nancy Leeds; and 2,080 shares owned by the Paul Leeds Gst Tr U/A DTD 10/24/2006 FBO David Leeds. ( 9 )Mr. Leeds disclaims beneficial ownership of all such shares described in this footnote except to the extent of his pecuniary interest therein. ( 10 )Includes, 519,800 shares owned by Aspire Partners L.P., the general partner of which is limited liability company equally owned by Mr. Leeds and two other members; 238,583 shares owned by Generation Partners, L.P., the general partner of which is limited liability company equally owned by Mr. Leeds and two other members; and 235,850 shares owned by GML Partners LP, of which a limited liability company controlled by Mr. Leeds is a general partner. Mr. Leeds disclaims beneficial ownership of all such shares described in this footnote except to the extent of his pecuniary interest therein. ( 11 )Shares owned by 2nd Generation Partners LLC, a limited liability company equally owned by Mr. Leeds and two other members. Mr. Leeds disclaims beneficial ownership of all such shares described in this footnote except to the extent of his pecuniary interest therein.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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