Director Gershwind Erik acquired 94,119 shares, disposed of 277,808 shares and received a gift of 69,452 shares, increasing direct ownership by 4% to 1,639,359 units (SEC Form 4)
$MSM
Industrial Machinery/Components
Industrials
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/23/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock, $0.001 par value | 01/27/2026 | J(1) | 12,647 | A | $0(1) | 73,764 | I | See footnotes(9)(13) | ||
| Class A Common Stock, $0.001 par value | 01/27/2026 | J(2) | 69,452 | D | $0(2) | 4,222 | I | See footnotes(9)(13) | ||
| Class A Common Stock, $0.001 par value | 01/27/2026 | J(3) | 12,020 | A | $0(3) | 12,020 | I | See footnotes(9)(13) | ||
| Class A Common Stock, $0.001 par value | 01/27/2026 | J(4) | 69,452 | D | $0(4) | 285,511 | I | See footnotes(9)(11) | ||
| Class A Common Stock, $0.001 par value | 01/27/2026 | J(5) | 69,452 | A | $0(5) | 69,452 | I | See footnotes(9)(12) | ||
| Class A Common Stock, $0.001 par value | 01/27/2026 | J(6) | 69,452 | D | $0(6) | 0 | I | See footnotes(9)(12) | ||
| Class A Common Stock, $0.001 par value | 01/27/2026 | G(7) | 69,452 | A | $0(7) | 1,639,359 | D | |||
| Class A Common Stock, $0.001 par value | 01/27/2026 | J(8) | 69,452 | D | $0(8) | 0 | I | See footnotes(9)(14) | ||
| Class A Common Stock, $0.001 par value | 44,513 | I | See footnotes(9)(10) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (RSU) | (15) | 01/23/2026 | A | 1,603 | (16) | (16) | Class A Common Stock, $0.001 par value | 1,603 | $0 | 1,603 | D | ||||
| Explanation of Responses: |
| 1. Acquisition of indirect beneficial ownership by the Reporting Person as a result of a distribution by a trust. |
| 2. Disposition of indirect beneficial ownership as a result of distribution by a trust. |
| 3. Acquisition of indirect beneficial ownership by the Reporting Person as a result of a distribution by a trust. |
| 4. Disposition of indirect beneficial ownership as a result of distribution by a trust. |
| 5. Acquisition of indirect beneficial ownership by the Reporting Person as a result of a distribution by a trust by to a trust of which the Reporting Person?s spouse is trustee. |
| 6. Disposition of indirect beneficial ownership as a result of distribution by a trust of which the Reporting Person?s spouse is trustee. |
| 7. Acquisition of direct beneficial ownership by the Reporting Person as a result of a gift from the Reporting Person?s spouse. |
| 8. Disposition of indirect beneficial ownership as a result of distribution by a trust, of which the Reporting Person is a trustee. |
| 9. The Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest in such securities. |
| 10. Represents shares held by Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee. |
| 11. Represents shares held by trusts over whose trustee the Reporting Person can exercise remove and replace powers. |
| 12. Represents shares held by a trust of which the Reporting Person?s spouse is trustee. |
| 13. Represents shares held by a trust of which the Reporting Person is a co-trustee and beneficiary. |
| 14. Represents shares held by a Trust of which the Reporting Person is a trustee. Following completion of the transactions reported herein, the Reporting Person ceased to be the trustee of such trust. As a result, the amount shown in Column 8 of Table 1 is reported as zero. |
| 15. Each RSU represents a contingent right to receive one share of Common Stock. |
| 16. 1,603 RSUs were granted on January 23, 2026, and vest on January 23, 2027, provided that the Reporting Person continues to serve as a Non-executive Director through the applicable vesting date. The vested shares will be delivered to the Reporting Person upon vesting. |
| Remarks: |
| The Reporting Person has ceased to be an officer of the Issuer, effective December 31, 2025. |
| /s/ Erik Gershwind | 01/27/2026 | |
| ** 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. | ||