SEC Info - Armstrong Steve - ‘4’ for 4/8/21 re: MSC Industrial Direct Co. Inc.

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^*

Armstrong Steve

(Last)

(First)

(Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

75 MAXESS ROAD

(Street)

MELVILLE

US 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)
SVP, GC and Corp. Secy.

3. Date of Earliest Transaction (Month/Day/Year)
4/8/21

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, $0.001 par value	4/8/21		M		16,814	A	$83.03	25,633	D
Class A Common Stock, $0.001 par value	4/8/21		M		7,227	A	$83.21	32,860	D
Class A Common Stock, $0.001 par value	4/8/21		M		13,086	A	$79.6	45,946	D
Class A Common Stock, $0.001 par value	4/8/21		M		2,994	A	$71.33	48,940	D
Class A Common Stock, $0.001 par value	4/8/21		S		39,739	D	$90.0104 ⁽¹⁾	9,201	D
Class A Common Stock, $0.001 par value	4/8/21		S		382	D	$91.05	8,819	D
Class A Common Stock, $0.001 par value	4/9/21		M		18,223	A	$58.9	27,042	D
Class A Common Stock, $0.001 par value	4/9/21		S		18,223	D	$90.0332 ⁽²⁾	8,819	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Options (right to buy)	⁽³⁾	4/8/21		M			16,814	⁽⁴⁾	10/21/22	Class A Common Stock, $0.001 par value	16,814	$83.03	0	D
Options (right to buy)	⁽³⁾	4/8/21		M			7,227	⁽⁵⁾	10/16/25	Class A Common Stock, $0.001 par value	7,227	$83.21	8,787	D
Options (right to buy)	⁽³⁾	4/8/21		M			13,086	⁽⁶⁾	10/19/24	Class A Common Stock, $0.001 par value	13,086	$79.6	4,362	D
Options (right to buy)	⁽³⁾	4/8/21		M			2,994	⁽⁷⁾	10/25/23	Class A Common Stock, $0.001 par value	2,994	$71.33	18,343	D
Options (right to buy)	⁽³⁾	4/9/21		M			18,223	⁽⁸⁾	10/18/22	Class A Common Stock, $0.001 par value	18,223	$58.9	4,361	D

Explanation of Responses:

(1) Represents the sale of 39,739 shares in 22 separate transactions, ranging from $90.00 to $90.36 per share, resulting in a weighted average sale price per share of $90.0104. 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.

(2) Represents the sale of 18,223 shares in 29 separate transactions, ranging from $90.00 to $90.21 per share, resulting in a weighted average sale price per share of $90.0332. 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.

(3) Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").

(4) An option to purchase 16,814 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 4,203 shares of Common Stock became exercisable on each of October 22, 2015 and October 22, 2016, and 4,204 shares of Common Stock became exercisable on each of October 22, 2017, October 22, 2018.

(5) An option to purchase 16,014 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 4,003 shares of Common Stock became exercisable on each of October 17, 2019 and October 17, 2020, and 4,004 shares of common stock become exercisable on each of October 17, 2021, and October 17, 2022.

(6) An option to purchase 17,448 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 4,362 shares of Common Stock became exercisable on each of October 20, 2018, October 20, 2019, and October 20, 2020, and 4,362 become exercisable on October 20, 2021.

(7) An option to purchase 21,337 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 5,334 shares of Common Stock became exercisable on each of October 26, 2017, October 26, 2018, and October 26, 2019. 5,335 shares of Common Stock became exercisable on October 26, 2020.

(8) An option to purchase 22,584 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 5,646 shares of Common Stock became exercisable on each of October 19, 2016, October 19, 2017, October 19, 2018, and October 19, 2019.

	/s/ Steve Armstrong	4/12/21
	** 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.

____________ Transaction Codes:
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.
S	Open market or private sale of non-derivative or derivative security.

Armstrong Steve – ‘4’ for 4/8/21 re: MSC Industrial Direct Co. Inc.

On: Monday, 4/12/21, at 5:47pm ET · For: 4/8/21 · Accession #: 1003078-21-73 · File #: 1-14130

Previous ‘4’: ‘4’ on 2/9/21 for 2/8/21 · Next: ‘4’ on 4/22/21 for 4/21/21 · Latest: ‘4’ on 8/6/21 for 7/27/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Armstrong Steve – ‘4’ for 4/8/21 re: MSC Industrial Direct Co. Inc.

On: Monday, 4/12/21, at 5:47pm ET · For: 4/8/21 · Accession #: 1003078-21-73 · File #: 1-14130

Previous ‘4’: ‘4’ on 2/9/21 for 2/8/21 · Next: ‘4’ on 4/22/21 for 4/21/21 · Latest: ‘4’ on 8/6/21 for 7/27/21

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents