Sec Form 4 Filing - Bonomo Charles @ MSC INDUSTRIAL DIRECT CO INC - 2017-10-26

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
Bonomo Charles
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)
Senior VP and CIO
(Last) (First) (Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/26/2017
(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 10/26/2017 M 611 A $ 0 ( 1 ) 3,904 ( 2 ) D
Class A Common Stock, $0.001 Par Value 10/26/2017 M 12.8382 A $ 0 ( 3 ) 3,917 ( 2 ) D
Class A Common Stock, $0.001 Par Value 10/26/2017 F 230.8382 ( 4 ) D $ 78.52 3,686 ( 2 ) D
Class A Common Stock, $0.001 Par Value 479 I By 401(k) Plan
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 ) 10/26/2017 M 611 ( 5 ) ( 5 ) Class A Common Stock, $0.001 Par Value 611 $ 0 6,826 D
Dividend Equivalent units (DEU) ( 3 ) 10/26/2017 M 12.8382 ( 3 ) ( 3 ) Class A Common Stock, $0.001 Par Value 12.8382 $ 0 145 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bonomo Charles
C/O MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD
MELVILLE, NYUS 11747
Senior VP and CIO
Signatures
Charles Bonomo 10/30/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each RSU represents a contingent right to receive one share of the Issuer's Class A Common Stock.
( 2 )Includes shares acquired under the company's Associate Stock Purchase Plan.
( 3 )The dividend equivalent units accrued with respect to an outstanding award 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 the Issuer's Class A Common Stock.
( 4 )Disposition of Class A Common Stock to the Issuer solely to cover tax withholding obligations arising from the vesting of RSUs and DEUs.
( 5 )611 of 3,057 RSUs granted on October 26, 2016 have vested on October 26, 2017, and will vest on each of October 26, 2018, and October 26, 2019, and 612 of these RSUs vest on 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).
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