SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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^*

Shacklett Kimberly

(Last)

(First)

(Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

515 BROADHOLLOW ROAD

(Street)

MELVILLE

11747

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/10/2022

3. Issuer Name and Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC [ MSM ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Sales & Customer Success

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, $0.001 par value	9,000	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units (RSU)	⁽²⁾	⁽²⁾	Class A Common Stock, $0.001 par value	184	⁽¹⁾	D
Restricted Stock Units (RSU)	⁽³⁾	⁽³⁾	Class A Common Stock, $0.001 par value	352	⁽¹⁾	D
Restricted Stock Units (RSU)	⁽⁴⁾	⁽⁴⁾	Class A Common Stock, $0.001 par value	504	⁽¹⁾	D
Restricted Stock Units (RSU)	⁽⁵⁾	⁽⁵⁾	Class A Common Stock, $0.001 par value	654	⁽¹⁾	D
Restricted Stock Units (RSU)	⁽⁶⁾	⁽⁶⁾	Class A Common Stock, $0.001 par value	1,000	⁽¹⁾	D
Restricted Stock Units (RSU)	⁽⁷⁾	⁽⁷⁾	Class A Common Stock, $0.001 par value	782	⁽¹⁾	D
Dividend Equivalent Unit	⁽⁸⁾	⁽⁸⁾	Class A Common Stock, $0.001 par value	540	⁽⁸⁾	D
Options (right to buy)⁽⁹⁾	⁽¹⁰⁾	10/22/2022	Class A Common Stock, $0.001 par value	3,337	$81.76	D
Options (right to buy)⁽⁹⁾	⁽¹¹⁾	10/21/2022	Class A Common Stock, $0.001 par value	4,720	$83.03	D
Options (right to buy)⁽⁹⁾	⁽¹²⁾	10/25/2023	Class A Common Stock, $0.001 par value	6,442	$71.33	D
Options (right to buy)⁽⁹⁾	⁽¹³⁾	10/19/2024	Class A Common Stock, $0.001 par value	4,885	$79.6	D
Options (right to buy)⁽⁹⁾	⁽¹⁴⁾	10/16/2025	Class A Common Stock, $0.001 par value	4,259	$83.21	D

Explanation of Responses:

1. Each RSU represents a contingent right to receive one share of Common Stock.

2. 918 RSUs were granted on October 20, 2017. 183 RSUs vested on each of October 20, 2018 and October 20, 2019, and 184 RSUs vested on each of October 20, 2020 and October 20, 2021. 184 RSUs vest on 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.

3. 879 RSUs were granted on October 17, 2018. 175 RSUs vested on October 17, 2019 and 176 RSUs vested on each of October 17, 2020 and October 17, 2021. 176 RSUs vest on each of 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.

4. 1,260 RSUs were granted on December 17, 2018. 252 RSUs vested on each of December 17, 2019, December 17, 2020 and December 17, 2021. 252 RSUs vest on each of December 17, 2022 and December 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.

5. 1,306 RSUs were granted on November 6, 2019. 326 RSUs vested on each of November 6, 2020 and November 6, 2021. 327 RSUs vest on each of November 6, 2022 and November 6, 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. 1,333 RSUs were granted on November 6, 2020. 333 RSUs vested on November 6, 2021. 333 RSUs vest on each of November 6, 2022 and November 6, 2023, and 334 RSUs vest on November 6, 2024 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. 782 RSUs were granted on November 5, 2021. 195 RSUs vest on each of November 5, 2022 and November 5, 2023, and 196 RSUs vest on each of November 5, 2024 and 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.

8. 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.

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

10. An option to purchase 3,337 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Equity Plan. 834 shares of Common Stock became exercisable on each of October 23, 2014, October 23, 2015 and October 23, 2016, and 835 shares of Common Stock became exercisable on October 23, 2017.

11. An option to purchase 4,720 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Equity Plan. 1,180 shares of Common Stock became exercisable on each of October 22, 2015, October 22, 2016, October 22, 2017 and October 22, 2018.

12. An option to purchase 6,442 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 1,610 shares of Common Stock became exercisable on each of October 26, 2017 and October 26, 2018, and 1,611 shares of Common Stock became exercisable on each of October 26, 2019 and October 26, 2020.

13. An option to purchase 4,885 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 1,221 shares of Common Stock became exercisable on each of October 20, 2018, October 20, 2019 and October 20, 2020, and 1,222 shares of Common Stock become exercisable on October 20, 2021.

14. An option to purchase 4,259 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 1,064 shares of Common Stock became exercisable on October 17, 2019, and 1,065 shares of Common Stock became exercisable on each of October 17, 2020 and October 17, 2021. 1,065 shares of Common Stock become exercisable on October 17, 2022.

	/s/ Kimberly Shacklett	04/22/2022
	** 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 5 (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.