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 OF SECURITIES
                                                                                  
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5
                      
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)

3/12/2019
(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   7/17/2019     J (1)    49308   A $0   246344   D    
Class A Common Stock, $0.001 Par Value   7/17/2019     J (2)    83087   A $0   83087   I   See Footnote   (3)
Class A Common Stock, $0.001 Par Value   7/17/2019     J (2)    79370   A $0   162457   I   See Footnote   (3)

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
Class B Common Stock     (4) 3/12/2019     G     V    4663      (4)   (4) Class A Common Stock, $0.001 par value   4663   $0   91246   (5) (6) I   See Footnote   (7)
Class B Common Stock     (4) 3/12/2019     G     V 4663         (4)   (4) Class A Common Stock, $0.001 par value   4663   $0   86284   I   See Footnote   (8)
Class B Common Stock     (4)                    (4)   (4) Class A Common Stock, $0.001 par value   45547     45547   I   See Footnote   (9)
Class B Common Stock     (4)                    (4)   (4) Class A Common Stock, $0.001 par value   849951     849951   (10) (11) D    

Explanation of Responses:
(1)  Represents the receipt of shares in a pro rata liquidating distribution effective July 17, 2019, without consideration, from a limited liability company of which the Reporting Person was a member.
(2)  Represents the receipt of shares in a pro rata liquidating distribution effective July 17, 2019, without consideration, from a limited liability company of which a family trust of the Reporting Person was a member.
(3)  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.
(4)  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.
(5)  Includes a transfer of 37,500 shares of Class B Common Stock to a Grantor Retained Annuity Trust, of which the Reporting Person is the sole annuitant and trustee.
(6)  Reflects aggregate distributions of 12,908 shares of Class B Common Stock to Mr. Gershwind as annuity payments from Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
(7)  Represents shares of Class B Common Stock held in Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee. The Reporting Person disclaims Section 16 beneficial ownership of the shares held in the trusts, except to the extent of his pecuniary interest therein.
(8)  Represents shares of Class B 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.
(9)  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 Section 16 beneficial ownership of the shares held by such trust, except to the extent of his pecuniary interest therein.
(10)  Reflects a transfer of 37,500 shares of Class B Common Stock to a Grantor Retained Annuity Trust, of which the Reporting Person is the sole annuitant and trustee.
(11)  Includes aggregate distributions of 12,908 shares of Class B Common Stock to Mr. Gershwind as annuity payments from Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.

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 7/19/2019
** 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.
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.
MSC Industrial Direct (NYSE:MSM)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more MSC Industrial Direct Charts.
MSC Industrial Direct (NYSE:MSM)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more MSC Industrial Direct Charts.