Sec Form 4 Filing - SANDLER DAVID @ MSC INDUSTRIAL DIRECT CO INC - 2015-12-11

Insider filing report for Changes in Beneficial Ownership
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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
SANDLER DAVID
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)
Executive Vice Chairman
(Last) (First) (Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/11/2015
(Street)
MELVILLE, NYUS 11747
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 12/11/2015 G V 14,046 A $ 0 ( 1 ) 46,724 I See Footnote ( 2 )
Class A Common Stock, $0.001 par value 12/11/2015 G V 14,046 D $ 0 ( 1 ) 70,531 D
Class A Common Stock, $0.001 par value 01/13/2016 G V 7,132 D $ 0 ( 1 ) 70,531 ( 3 ) ( 4 ) D
Class A Common Stock, $0.001 par value 01/13/2016 G V 7,132 A $ 0 ( 1 ) 53,856 I See Footnote ( 2 )
Class A Common Stock, $0.001 par value 35,854 ( 5 ) I See Footnote ( 6 )
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
SANDLER DAVID
C/O MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD
MELVILLE, NYUS 11747
X Executive Vice Chairman
Signatures
/s/ MSC Industrial Direct Co., Inc. by Steve Armstrong-General Counsel *The Reporting Person has passed away. 09/20/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Not applicable.
( 2 )Represents shares held in the David K. Sandler Trust U/A dated 12/15/2003 and 4/9/2012, of which the Reporting Person is the beneficiary and the Reporting Person and the Reporting Person's spouse are the trustees.
( 3 )Represents shares transferred on December 11, 2015 to the Reporting Person from a grantor retained annuity trust ("GRAT"), of which the Reporting Person is the sole annuitant and the Reporting Person's spouse is a trustee.
( 4 )Includes 7,132 shares of Class A Common Stock distributed to Mr. Sandler as annuity payments from Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
( 5 )Reflects aggregate distributions of 7,132 shares of Class A Common Stock to Mr. Sandler as annuity payments from Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
( 6 )Represents shares held in GRATs of which the Reporting Person is the sole annuitant and the Reporting Person's spouse is a trustee. The Reporting Person disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein.

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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