Sec Form 4 Filing - GERSHWIND ERIK @ MSC INDUSTRIAL DIRECT CO INC - 2020-11-06

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 ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/06/2020 (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 11/06/2020 M 7,984 A $ 0 ( 1 ) 279,649 D Class A Common Stock, $0.001 par value 11/06/2020 M 929.5761 A $ 0 ( 2 ) 280,579 D Class A Common Stock, $0.001 par value 11/06/2020 F 0.5761 ( 3 ) D $ 74.79 280,578 D Class A Common Stock, $0.001 par value 162,457 I See Footnote ( 4 )

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 ) 11/06/2020 A 32,591 ( 5 ) ( 5 ) Class A Common Stock, $0.001 par value 32,591 $ 0 32,591 D Restricted Stock Units (RSU) ( 1 ) 11/06/2020 M 7,984 ( 6 ) ( 6 ) Class A Common Stock, $0.001 par value 7,984 $ 0 23,953 D Dividend Equivalent Units ( 2 ) 11/06/2020 M 929.5761 ( 2 ) ( 2 ) Class A Common Stock, $0.001 par value 929.5761 $ 0 5,821 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other GERSHWIND ERIK C/O MSC INDUSTRIAL DIRECT CO., INC. 75 MAXESS ROAD MELVILLE, NYUS 11747 X President and CEO Signatures /s/ Erik Gershwind 11/10/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each RSU represents a contingent right to receive one share of Common Stock. ( 2 )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. ( 3 )Disposition of Class A Common Stock to the Issuer to partially cover tax withholding obligations arising from the vesting of RSUs and DEUs. ( 4 )Represents shares of Class A Common Stock held by a trust, the beneficiaries of which are family members of the Reporting Person. The Reporting Person disclaims Section 16 beneficial ownership of the shares held in the trust, except to the extent of his pecuniary interest therein. ( 5 )8,147 of 32,591 RSUs granted on November 6, 2020 vest on November 6, 2021, and 8,148 RSUs vest on each of November 6, 2022, November 6, 2023, and November 6, 2024, 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 )7,984 of 31,937 RSUs granted on November 6, 2019 vested on November 6, 2020, and vest on each of November 6, 2021, and November 6, 2022, and 7,985 RSUs vest on 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.

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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