Sec Form 4 Filing - WRIGHT DAVID @ MSC INDUSTRIAL DIRECT CO INC - 2018-10-19

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
WRIGHT 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)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, SALES
(Last) (First) (Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
10/19/2018
(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 10/19/2018 M 373 A $ 0 ( 1 ) 19,324 ( 2 ) D
Class A Common Stock, $0.001 par value 10/19/2018 M 27.7971 A $ 0 ( 3 ) 19,352 ( 2 ) D
Class A Common Stock, $0.001 par value 10/19/2018 F 118.7971 ( 4 ) D $ 80.65 19,233 ( 2 ) D
Class A Common Stock, $0.001 par value 10/20/2018 M 414 A $ 0 ( 1 ) 19,647 ( 2 ) D
Class A Common Stock, $0.001 par value 10/20/2018 M 10.6934 A $ 0 ( 3 ) 19,658 ( 2 ) D
Class A Common Stock, $0.001 par value 10/20/2018 F 125.6934 ( 4 ) D $ 80.65 19,532 ( 2 ) D
Class A Common Stock, $0.001 par value 2,731 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 ) 10/19/2018 M 373 ( 5 ) ( 5 ) Class A Common Stock, $0.001 par value 373 $ 0 6,215 D
Restricted Stock Units (RSU) ( 1 ) 10/20/2018 M 414 ( 6 ) ( 6 ) Class A Common Stock, $0.001 par value 414 $ 0 5,801 D
Dividend Equivalent Units (DEU) ( 3 ) 10/19/2018 M 27.7971 ( 3 ) ( 3 ) Class A Common Stock, $0.001 par value 27.7971 $ 0 176 D
Dividend Equivalent Units (DEU) ( 3 ) 10/20/2018 M 10.6934 ( 3 ) ( 3 ) Class A Common Stock, $0.001 par value 10.6934 $ 0 166 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WRIGHT DAVID
C/O MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD
MELVILLE, NYUS 11747
SVP, SALES
Signatures
/s/ David Wright 10/23/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each RSU represents a contingent right to receive one share of Common Stock.
( 2 )Includes shares acquired under the company's Associate Stock Purchase Plan.
( 3 )The dividend equivalent units accrued with respect to outstanding awards 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 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 )373 of 1,867 RSUs granted on October 19, 2015 vested on each of October 19, 2016, October 19, 2017, and October 19, 2018. 374 RSUs vest on each of October 19, 2019, and October 19, 2020, 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.
( 6 )414 of 2,072 RSUs granted on October 20, 2017 vested October 20, 2018. 414 RSUs vest on each of October 20, 2019, and October 20, 2020, and 415 RSUs vest on each of October 20, 2021, and October 20, 2022, 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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