MSM MSC Industrial Direct Co Inc

[ ] 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 OF SECURITIES                                                                                   
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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                       

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/YYYY) 10/17/2019
(Street) MELVILLE, NY US 11747 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	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. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	10/17/2019		M		3304	A	$0 (1)	249648	D
Class A Common Stock, $0.001 par value	10/17/2019		M		112.1909	A	$0 (2)	249760	D
Class A Common Stock, $0.001 par value	10/17/2019		F		0.1909 (3)	D	$72	249760	D
Class A Common Stock, $0.001 par value	10/19/2019		M		2801	A	$0 (1)	252561	D
Class A Common Stock, $0.001 par value	10/19/2019		M		310.9395	A	$0 (2)	252872	D
Class A Common Stock, $0.001 par value	10/19/2019		F		0.9395 (3)	D	$71.9	252871	D
Class A Common Stock, $0.001 par value	10/20/2019		M		2764	A	$0 (1)	255635	D
Class A Common Stock, $0.001 par value	10/20/2019		M		167.6716	A	$0 (2)	255803	D
Class A Common Stock, $0.001 par value	10/20/2019		F		0.6716 (3)	D	$71.9	255802	D
Class A Common Stock, $0.001 par value								162457	I	See Footnote (4)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		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 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)	10/17/2019		M			3304	(5)	(5)	Class A Common Stock, $0.001 par value	3304	$0	13220	D
Dividend Equivalent Units	(2)	10/17/2019		M			112.1909	(2)	(2)	Class A Common Stock, $0.001 par value	112.1909	$0	2317	D
Restricted Stock Units (RSU)	(1)	10/19/2019		M			2801	(6)	(6)	Class A Common Stock, $0.001 par value	2801	$0	2802	D
Dividend Equivalent Units	(2)	10/19/2019		M			310.9395	(2)	(2)	Class A Common Stock, $0.001 par value	310.9395	$0	2006	D
Restricted Stock Units (RSU)	(1)	10/20/2019		M			2764	(7)	(7)	Class A Common Stock, $0.001 par value	2764	$0	1659	D
Dividend Equivalent Units	(2)	10/20/2019		M			167.6716	(2)	(2)	Class A Common Stock, $0.001 par value	167.6716	$0	1839	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 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)	3,304 of 16,524 RSUs granted on October 17, 2018 vested on October 17, 2019, and 3,305 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)	2,801 of 14,006 RSUs granted on October 19, 2015 vested on each of October 19, 2016, October 19, 2017, and October 19, 2018. 2,801 RSUs vested on October 19, 2019, and 2,802 RSUs vest on October 19, 2020, 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)	2,763 of 13,819 RSUs granted on October 20, 2017 vested on October 20, 2018. 2,764 RSUs vested October 20, 2019, and 2,764 RSUs vest on October 20, 2020, 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.

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, NY US 11747	X		President and CEO

Signatures
/s/ Erik Gershwind		10/21/2019
**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.
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