Sec Form 4 Filing - BARUCH STEVEN N @ MSC INDUSTRIAL DIRECT CO INC - 2016-10-26

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 BARUCH STEVEN N 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, STRATEGY & MARKETING (Last) (First) (Middle) C/O MSC INDUSTRIAL DIRECT CO., INC. 3. Date of Earliest Transaction (MM/DD/YY) 10/26/2016 (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

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 Options (right to buy) ( 1 ) $ 71.33 10/26/2016 A 10,996 ( 2 ) 10/25/2023 Class A Common Stock, $0.001 par value 10,996 $ 0 10,996 D Restricted Stock Unit ( 3 ) 10/26/2016 A 1,750 ( 4 ) ( 4 ) Class A Common Stock, $0.001 par value 1,750 $ 0 1,750 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BARUCH STEVEN N C/O MSC INDUSTRIAL DIRECT CO., INC. MELVILLE, NY11747 SVP, STRATEGY & MARKETING Signatures /s/ Steven Baruch 10/28/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock"). ( 2 )An option to purchase 10,996 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 2,749 shares of Common Stock become exercisable on each of October 26, 2017, October 26, 2018, October 26, 2019 and October 26, 2020. ( 3 )Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock. ( 4 )350 of 1,750 RSUs granted on October 26, 2016 vest on each of October 26, 2017, October 26, 2018, October 26, 2019, October 26, 2020 and October 26, 2021, 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.

* 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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