Edgar Filing: MSC INDUSTRIAL DIRECT CO INC

Ownership Submission

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

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Bonomo Charles

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)
Senior VP and CIO

(Last)

(First)

(Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD

3. Date of Earliest Transaction (Month/Day/Year)
01/12/2017

(Street)

MELVILLE, NY US 11747

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	01/12/2017		M		4,903	A	$ 58.9	8,204	D
Class A Common Stock, $0.001 par value	01/12/2017		S		4,903	D	$ 99.17 ⁽¹⁾	3,301	D
Class A Common Stock, $0.001 par value	01/12/2017		M		11,516	A	$ 66.69	14,817	D
Class A Common Stock, $0.001 par value	01/12/2017		S		11,516	D	$ 99.17 ⁽¹⁾	3,301	D
Class A Common Stock, $0.001 par value	01/12/2017		M		3,248	A	$ 69.46	6,549	D
Class A Common Stock, $0.001 par value	01/12/2017		S		3,248	D	$ 99.17 ⁽¹⁾	3,301	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options (right to buy) ⁽²⁾

$ 58.9

01/12/2017

4,903

⁽³⁾

10/18/2022

Class A Common Stock, $0.001 par value

4,903

$ 0

14,710

Options (right to buy) ⁽²⁾

$ 66.69

01/12/2017

11,516

⁽⁴⁾

10/20/2018

Class A Common Stock, $0.001 par value

11,516

$ 0

Options (right to buy) ⁽²⁾

$ 69.46

01/12/2017

3,248

⁽⁵⁾

10/23/2019

Class A Common Stock, $0.001 par value

3,248

$ 0

10,043

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Bonomo Charles C/O MSC INDUSTRIAL DIRECT CO., INC. 75 MAXESS ROAD MELVILLE, NY US 11747			Senior VP and CIO

Signatures

/s/ Charles Bonomo		01/17/2017
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Represents the sale of 19,667 shares in 166 separate transactions, ranging from $99.00 to $99.88 per share, resulting in a weighted average sale price per share of $99.1701. 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 options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").
(3)	An option to purchase 19,613 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 4,903 shares of Common Stock became exercisable on October 19, 2016, and become exercisable on each of October 19, 2017, October 19, 2018 and 4,904 shares of Common Stock become exercisable on October 19, 2019.
(4)	An option to purchase 11,516 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 2,879 shares of Common Stock became exercisable on each of October 21, 2012, October 21, 2013, October 21, 2014 and October 21, 2015.
(5)	An option to purchase 13,291 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 3,322 shares of Common Stock became exercisable on October 24, 2013 and 3,323 shares of Common Stock became exercisable on each of October 24, 2014, October 24, 2015 and October 24, 2016.

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