Sec Form 4 Filing - GERSHWIND ERIK @ MSC INDUSTRIAL DIRECT CO INC - 2016-10-26

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
GERSHWIND ERIK
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)
President and CEO
(Last) (First) (Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS RD.
3. Date of Earliest Transaction (MM/DD/YY)
10/26/2016
(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
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 72,659 ( 2 ) 10/25/2023 Class A Common Stock, $0.001 par value 72,659 $ 0 72,659 D
Restricted Stock Unit ( 3 ) 10/26/2016 A 11,566 ( 4 ) ( 4 ) Class A Common Stock, $0.001 par value 11,566 $ 0 11,566 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GERSHWIND ERIK
C/O MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS RD.
MELVILLE, NYUS 11747
X President and CEO
Signatures
/s/ Erik Gershwind 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 72,659 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 18,164 shares of Common Stock become exercisable on October 26, 2017. An additional 18,165 shares of Common Stock become exercisable on each of 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 )2,313 of 11,566 RSUs granted on October 26, 2016 vest on each of October 26, 2017, October 26, 2018, October 26, 2019, October 26, 2020 and 2,314 of these RSUs vest on 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.

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