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 *
BARUCH STEVEN N

(Last) (First) (Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC.
515 BROADHOLLOW ROAD

(Street)
MELVILLE NY 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)
EVP, STRATEGY & MARKETING
3. Date of Earliest Transaction (Month/Day/Year)
08/10/2022
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)
Code V Amount (A) or (D) Price
Class A Common Stock, $0.001 par value 08/10/2022   M   9,608 A $ 83.21 22,310 (1) D  
Class A Common Stock, $0.001 par value 08/10/2022   S   9,608 D $ 84.3746 (2) 12,702 (1) D  
Class A Common Stock, $0.001 par value 08/11/2022   M   5,996 A $ 71.33 18,698 (1) D  
Class A Common Stock, $0.001 par value 08/11/2022   S   5,996 D $ 85 (3) 12,702 (1) D  
Class A Common Stock, $0.001 par value 08/11/2022   M   5,000 A $ 71.33 17,702 (1) D  
Class A Common Stock, $0.001 par value 08/11/2022   S   5,000 D $ 85.50 (4) 12,702 (1) 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options (right to buy) (5) 08/10/2022   M     9,608   (6) 10/16/2025 Class A Common Stock, $0.001 par value 9,608 $ 83.21 3,203 D  
Options (right to buy) (5) 08/11/2022   M     5,996   (7) 10/25/2023 Class A Common Stock, $0.001 par value 5,996 $ 71.33 5,000 D  
Options (right to buy) (5) 08/11/2022   M     5,000   (7) 10/25/2023 Class A Common Stock, $0.001 par value 5,000 $ 71.33 0 D  
Explanation of Responses:
1. Includes shares acquired under the company's Associate Stock Purchase Plan.
2. Represents the sale of 9,608 shares in 50 separate transactions ranging from $84.13 to $84.815 per share, resulting in a weighted average sale price per share of $84.374607. 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 the sale of 5,996 shares in one transaction at $85.00 per share. 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.
4. Represents the sale of 5,000 shares in one transaction at $85.50 per share. 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.
5. Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").
6. An option to purchase 12,811 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 3,202 shares of Common Stock became exercisable on October 17, 2019, and 3,203 shares of Common Stock became exercisable on each of October 17, 2020 and October 17, 2021. 3,203 shares of Common Stock will become exercisable on October 17, 2022 provided that the Reporting Person remains continuously employed by the Issuer through the vesting date.
7. An option to purchase 10,996 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 2,749 shares of Common Stock became exercisable on each of October 26, 2017, October 26, 2018, October 26, 2019 and October 26, 2020.
/s/ Steven Baruch 08/12/2022
** Signature of Reporting Person Date
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