Statement of Changes in Beneficial Ownership (4)
January 23 2018 - 4:18PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
GERSHWIND ERIK
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2. Issuer Name
and
Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC
[
MSM
]
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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
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(Last)
(First)
(Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/19/2018
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(Street)
MELVILLE, NY US 11747
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock, $0.001 par value
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1/19/2018
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C
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40000
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A
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(1)
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40760
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/19/2018
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S
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6250
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D
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$93.46
(3)
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34510
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/19/2018
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S
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1776
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D
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$94.14
(4)
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32734
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/19/2018
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S
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700
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D
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$93.99
(5)
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32034
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/19/2018
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S
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10227
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D
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$94.03
(6)
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21807
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/19/2018
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S
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100
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D
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$94.5
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21707
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/19/2018
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S
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6150
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D
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$94.49
(7)
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15557
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/19/2018
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S
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12500
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D
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$94.46
(8)
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3057
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/22/2018
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C
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63492
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A
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(1)
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66549
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/22/2018
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S
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1725
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D
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$94
(9)
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64824
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/22/2018
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S
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2324
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D
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$93.91
(10)
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62500
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/22/2018
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S
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12500
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D
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$94
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50000
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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1/22/2018
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S
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50000
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D
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$93.8
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0
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I
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See Footnote
(2)
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Class A Common Stock, $0.001 par value
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117885
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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(1)
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1/19/2018
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C
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40000
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(1)
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(1)
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Class A Common Stock, $0.001 par value
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40000
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$0
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147532
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I
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See Footnote
(2)
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Class B Common Stock
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(1)
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1/22/2018
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C
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63492
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(1)
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(1)
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Class A Common Stock, $0.001 par value
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63492
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$0
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84040
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I
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See Footnote
(2)
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Class B Common Stock
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(1)
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(1)
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(1)
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Class A Common Stock, $0.001 par value
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821872
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821872
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D
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Class B Common Stock
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(1)
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(1)
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(1)
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Class A Common Stock, $0.001 par value
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149807
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149807
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I
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See Footnote
(11)
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Explanation of Responses:
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(1)
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The Class B Common Stock is convertible immediately on a one-for-one basis into shares of Class A Common Stock and does not expire.
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(2)
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Represents shares of Class B Common Stock held by a trust of which the Reporting Person is a beneficiary and co-trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trust.
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(3)
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Represents the sale of 6,250 shares in 60 separate transactions, ranging from $93.07 to $93.97 per share, resulting in a weighted average sale price per share of $93.46. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
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(4)
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Represents the sale of 1,776 shares in 18 separate transactions, ranging from $94.00 to $94.30 per share, resulting in a weighted average sale price per share of $94.14. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
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(5)
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Represents the sale of 700 shares in 8 separate transactions, ranging from $93.94 to $94.03 per share, resulting in a weighted average sale price per share of $93.99. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
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(6)
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Represents the sale of 10,227 shares in 45 separate transactions, ranging from $93.75 to $94.24 per share, resulting in a weighted average sale price per share of $94.03. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
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(7)
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Represents the sale of 6,150 shares in 28 separate transactions, ranging from $94.34 to $94.63 per share, resulting in a weighted average sale price per share of $94.49. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
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(8)
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Represents the sale of 12,500 shares in 14 separate transactions, ranging from $94.40 to $94.954 per share, resulting in a weighted average sale price per share of $94.46. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
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(9)
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Represents the sale of 1,725 shares in 3 separate transactions, ranging from $94.00 to $94.02 per share, resulting in a weighted average sale price per share of $94.00. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
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(10)
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Represents the sale of 2,324 shares in 6 separate transactions, ranging from $93.90 to $93.98 per share, resulting in a weighted average sale price per share of $93.91. The Reporting Person undertakes to provide upon request by the SEC staff, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price within the range.
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(11)
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Represents shares of Class B Common Stock held by trusts of which the Reporting Person is the sole annuitant and trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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GERSHWIND ERIK
C/O MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD
MELVILLE, NY US 11747
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X
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President and CEO
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Signatures
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/s/ Erik Gershwind
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1/23/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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