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Form 4 MSC INDUSTRIAL DIRECT For: Nov 04 Filed by: Actis-Grande Kristen

November 8, 2022 4:40 PM EST
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Actis-Grande Kristen

(Last) (First) (Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC.
515 BROADHOLLOW ROAD

(Street)
MELVILLE NY 11747

(City) (State) (Zip)
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)
EVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
11/04/2022
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 11/05/2022   M   956 A $ 0 (1) 3,169 D  
Class A Common Stock, $0.001 par value 11/05/2022   M   35.833 A $ 0 (2) 3,205 D  
Class A Common Stock, $0.001 par value 11/05/2022   F   292.833 (3) D $ 82.57 2,912 D  
Class A Common Stock, $0.001 par value 11/06/2022   M   1,379 A $ 0 (1) 4,291 D  
Class A Common Stock, $0.001 par value 11/06/2022   M   163.198 A $ 0 (2) 4,454 D  
Class A Common Stock, $0.001 par value 11/06/2022   F   454.198 (3) D $ 82.57 4,000 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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) 11/04/2022   A   4,541     (4)   (4) Class A Common Stock, $0.001 par value 4,541 $ 0 4,541 D  
Restricted Stock Units (RSU) (1) 11/05/2022   M     956   (5)   (5) Class A Common Stock, $0.001 par value 956 $ 0 2,869 D  
Dividend Equivalent Units (2) 11/05/2022   M     35.833   (2)   (2) Class A Common Stock, $0.001 par value 35.833 $ 0 777 D  
Restricted Stock Units (RSU) (1) 11/06/2022   M     1,379   (6)   (6) Class A Common Stock, $0.001 par value 1,379 $ 0 2,758 D  
Dividend Equivalent Units (2) 11/06/2022   M     163.198   (2)   (2) Class A Common Stock, $0.001 par value 163.198 $ 0 614 D  
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 cover tax withholding obligations arising from the vesting of RSUs and DEUs.
4. 4,541 RSUs were granted on November 4, 2022. 1,135 RSUs vest on each of November 4, 2023, November 4, 2024 and November 4, 2025, and 1,136 RSUs vest on November 4, 2026, 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. 3,825 RSUs were granted on November 5, 2021. 956 RSUs vested November 5, 2022. 956 RSUs vest on each of November 5, 2023 and November 5, 2024, and 957 RSUs vest on November 5, 2025, 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. 5,515 RSUs were granted on November 6, 2020. 1,378 RSUs vested on November 6, 2021 and 1,379 RSUs vested on November 6, 2022. 1,379 RSUs vest on each of 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.
/s/ Kristen Actis-Grande 11/08/2022
** Signature of Reporting Person Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.


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