Sec Form 3 Filing - Clark Gregory Haefele @ MSC INDUSTRIAL DIRECT CO INC - 2020-01-17

FORM 3 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 Clark Gregory Haefele 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) VP & Interim CFO (Last) (First) (Middle) C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 01/17/2020 (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 Class A Common Stock, $0.001 par value 1,301 D

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 ( 1 ) ( 1 ) ( 2 ) ( 2 ) Class A Common Stock, $0.001 par value 159 D Restricted Stock Units ( 1 ) ( 1 ) ( 3 ) ( 3 ) Class A Common Stock, $0.001 par value 262 D Restricted Stock Units ( 1 ) ( 1 ) ( 4 ) ( 4 ) Class A Common Stock, $0.001 par value 353 D Restricted Stock Units ( 1 ) ( 1 ) ( 5 ) ( 5 ) Class A Common Stock, $0.001 par value 528 D Restricted Stock Units ( 1 ) ( 1 ) ( 6 ) ( 6 ) Class A Common Stock, $0.001 par value 1,474 D Dividend Equivalent Unit ( 7 ) ( 7 ) ( 7 ) Class A Common Stock, $0.001 par value 108 D Options (right to buy) ( 8 ) $ 83.03 ( 9 ) 10/21/2021 Class A Common Stock, $0.001 par value 889 D Options (right to buy) ( 8 ) $ 58.9 ( 10 ) 10/18/2022 Class A Common Stock, $0.001 par value 2,382 D Options (right to buy) ( 8 ) $ 71.33 ( 11 ) 10/25/2023 Class A Common Stock, $0.001 par value 3,088 D Options (right to buy) ( 8 ) $ 79.6 ( 12 ) 10/19/2024 Class A Common Stock, $0.001 par value 3,122 D Options (right to buy) ( 8 ) $ 83.21 ( 13 ) 10/16/2025 Class A Common Stock, $0.001 par value 3,202 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Clark Gregory Haefele C/O MSC INDUSTRIAL DIRECT CO., INC. 75 MAXESS ROAD MELVILLE, NY11747 VP & Interim CFO Signatures /s/ Gregory Haefele Clark 01/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each RSU represents a contingent right to receive one share of Common Stock. ( 2 )158 of 793 RSUs granted on October 19, 2015 vested on each of October 19, 2016, and October 19, 2017, and 159 of these RSUs vested on each of October 19, 2018 and October 19, 2019. 159 RSUs vest on October 19, 2020, provided that the R eporting Person remains continuously employed by the Issuer through each applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting. ( 3 )131 of 655 RSUs granted on October 26, 2016 vested on each of October 26, 2017, October 26, 2018, and October 26, 2019, and 131 RSUs vest on each of 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. ( 4 )117 of 587 RSUs granted on October 20, 2017 vested on each of October 20, 2018 and October 20, 2019. 117 RSUs vest on October 20, 2020, and 118 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. ( 5 )132 of 660 RSUs granted on October 17, 2018 vested on October 17, 2019, and 132 RSUs vest on each of October 17, 2020, October 17, 2021, October 17, 2022, and October 17, 2023, 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 )368 of 1,474 RSUs granted on November 6, 2019 vest on each of November 6, 2020, and November 6, 2021, and 369 RSUs vest on each of November 6, 2022, and November 6, 2023, 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. ( 7 )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. ( 8 )Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock"). ( 9 )An option to purchase 3,556 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 889 shares of Common Stock became exercisable on each of October 22, 2015, October 22, 2016, October 22, 2017, and October 22, 2018. The Reporting Person previously purchased 2,667 shares of the Issuer's Common Stock pursuant to the exercise of a portion of the option. ( 10 )An option to purchase 4,763 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 1,190 shares of Common Stock became exercisable on October 19, 2016, and 1,191 shares of Common Stock became exercisable on each of October 19, 2017, October 19, 2018, and October 19, 2019. The Reporting Person previously purchased 2,381 shares of the Issuer's Common Stock pursuant to the exercise of a portion of the option. ( 11 )An option to purchase 4,117 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 1,029 shares of Common Stock became exercisable on each of October 26, 2017, October 26, 2018, and October 26, 2019. 1,030 shares of Common Stock become exercisable on October 26, 2020. The Reporting Person previously purchased 1,029 shares of the Issuer's Common Stock pursuant to the exercise of a portion of the option. ( 12 )An option to purchase 3,122 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 780 shares of Common Stock became exercisable on each of October 20, 2018, and October 20, 2019, and 781 shares of Common Stock become exercisable on each of October 20, 2020, and October 20, 2021. ( 13 )An option to purchase 3,202 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Equity Plan. 800 shares of Common Stock became exercisable on October 17, 2019, and become exercisable on October 17, 2020. 801 shares of Common Stock become exercisable on each of October 17, 2021, and October 17, 2022.

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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