Erik Gershwind - Nov 5, 2024 Form 4 Insider Report for MSC INDUSTRIAL DIRECT CO INC (MSM)

Role: Chief Executive Officer, Director
Signature: /s/ Erik Gershwind
Stock symbol: MSM
Transactions as of: Nov 5, 2024
Transactions value $: -$1,087,093
Form type: 4
Date filed: 11/7/2024, 09:39 AM
Previous filing: Nov 6, 2024
Next filing: Nov 8, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	MSM	Class A Common Stock, $0.001 par value	Award	$0	+19.1K	+1.33%	$0.00	1.45M	Nov 5, 2024	Direct	F1
transaction	MSM	Class A Common Stock, $0.001 par value	Award	$0	+2.19K	+0.15%	$0.00	1.46M	Nov 5, 2024	Direct	F2
transaction	MSM	Class A Common Stock, $0.001 par value	Tax liability	-$893K	-10.9K	-0.75%	$82.06	1.45M	Nov 5, 2024	Direct	F3
transaction	MSM	Class A Common Stock, $0.001 par value	Options Exercise	$0	+4.78K	+0.33%	$0.00	1.45M	Nov 5, 2024	Direct	F4
transaction	MSM	Class A Common Stock, $0.001 par value	Options Exercise	$0	+547	+0.04%	$0.00	1.45M	Nov 5, 2024	Direct	F5
transaction	MSM	Class A Common Stock, $0.001 par value	Tax liability	-$194K	-2.37K	-0.16%	$82.06	1.45M	Nov 5, 2024	Direct	F6
holding	MSM	Class A Common Stock, $0.001 par value						175K	Nov 5, 2024	See footnotes	F7, F8
holding	MSM	Class A Common Stock, $0.001 par value						61K	Nov 5, 2024	See footnotes	F7, F9
holding	MSM	Class A Common Stock, $0.001 par value						302K	Nov 5, 2024	See footnotes	F7, F10
holding	MSM	Class A Common Stock, $0.001 par value						102K	Nov 5, 2024	See footnotes	F7, F11

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	MSM	Restricted Stock Units (RSU)	Options Exercise	$0	-4.78K	-50%	$0.00	4.78K	Nov 5, 2024	Class A Common Stock, $0.001 par value	4.78K		Direct	F4, F12
transaction	MSM	Dividend Equivalent Units	Options Exercise	$0	-547	-13.82%	$0.00	3.41K	Nov 5, 2024	Class A Common Stock, $0.001 par value	547		Direct	F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents the number of shares acquired upon vesting of previously awarded performance share units (PSUs) upon determination by the Compensation Committee of the satisfaction of the underlying performance criteria of such PSUs.
F2	The dividend equivalent units accrued with respect to outstanding awards of PSUs and vest at the same time(s) as the underlying PSUs. Each dividend equivalent unit represents a contingent right to receive one share of Common Stock.
F3	Withholding of shares of common stock to satisfy tax withholding obligations in connection with the vesting of performance share units (PSUs).
F4	Each RSU represents a contingent right to receive one share of Common Stock.
F5	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.
F6	Disposition of Class A Common Stock to the Issuer to cover tax withholding obligations arising from the vesting of RSUs and DEUs.
F7	The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein.
F8	Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
F9	Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary.
F10	Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers and the beneficiaries of which are family members of the Reporting Person.
F11	Represents shares held by a Trust of which the Reporting Person is a co-trustee.
F12	19,126 RSUs were granted on November 5, 2021. 4,781 RSUs vested on each of November 5, 2022 and November 5, 2023, and 4,782 RSUs vested on November 5, 2024. 4,782 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.