Sec Form 3 Filing - Bledsoe Elizabeth @ MSC INDUSTRIAL DIRECT CO INC - 2020-11-16

FORM 3 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 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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1. Name and Address of Reporting Person Bledsoe Elizabeth 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 & Chief People Officer (Last) (First) (Middle) C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/16/2020 (Street) MELVILLE, NY11747 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 1,051 D

< td style="text-align: center;"> 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Restricted Stock Units (RSU) ( 2 ) ( 1 ) ( 1 ) Class A Common Stock, $0.001 Par Value 70 Restricted Stock Units (RSU) ( 2 ) ( 3 ) ( 3 ) Class A Common Stock, $0.001 Par Value 124 D Restricted Stock Units (RSU) ( 2 ) ( 4 ) ( 4 ) Class A Common Stock, $0.001 Par Value 179 D Restricted Stock Units (RSU) ( 2 ) ( 5 ) ( 5 ) Class A Common Stock, $0.001 Par Value 1,106 D Restricted Stock Units (RSU) ( 2 ) ( 6 ) ( 6 ) Class A Common Stock, $0.001 Par Value 1,504 D Dividend Equivalent Units ( 7 ) ( 7 ) ( 7 ) Class A Common Stock, $0.001 Par Value 194 D Options (right to buy) ( 10 ) $ 58.9 ( 8 ) 10/18/2022 Class A Common Stock, $0.001 Par Value 2,521 D Options (right to buy) ( 10 ) $ 71.33 ( 9 ) 10/25/2023 Class A Common Stock, $0.001 Par Value 2,180 D Options (right to buy) ( 10 ) $ 79.6 ( 11 ) 10/19/2024 Class A Common Stock, $0.001 Par Value 1,653 D Options (right to buy) ( 10 ) $ 83.21 ( 12 ) 10/16/2025 Class A Common Stock, $0.001 Par Value 1,441 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bledsoe Elizabeth C/O MSC INDUSTRIAL DIRECT CO., INC. 75 MAXESS ROAD MELVILLE, NY11747 SVP & Chief People Officer Signatures /s/ Elizabeth Bledsoe 11/25/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )69 of 347 RSUs granted on October 26, 2016 vested on each of October 26, 2017, October 26, 2018, and October 26, 2019, and 70 RSUs vested on October 26, 2020. 70 RSUs vest on October 26, 2021, 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. ( 2 )Each RSU represents a contingent right to receive one share of Common Stock. ( 3 )62 of 310 RSUs granted on October 20, 2017 vested on each of October 20, 2018, October 20, 2019, and October 20, 2020, and 62 RSUs vest on each of October 20, 2021, and 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. ( 4 )59 of 297 RSUs granted on October 17, 2018 vested on each of October 17, 2019, October 17, 2020, and vest on October 17, 2021. 60 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. ( 5 )368 of 1,474 RSUs granted on November 6, 2019 vested on November 6, 2020, and vest on November 6, 2021. 369 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 )376 of 1,504 RSUs granted on November 6, 2020 vest on each of November 6, 2021, November 6, 2022, November 6, 2023, and 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 )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. ( 8 )An option to purchase 2,521 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 630 shares of Common Stock became exercisable each of October 19, 2016, October 19, 2017, and October 19, 2018, and 631 shares of Common Stock became exercisable on October 19, 2019. ( 9 )An option to purchase 2,180 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 545 shares of Common Stock became exercisable on each of October 26, 2017, October 26, 2018, October 26, 2019, and October 26, 2020. ( 10 )Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock"). ( 11 )An option to purchase 1,653 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 413 shares of Common Stock became exercisable on each of October 20, 2018, October 20, 2019, and October 20, 2020, and 414 shares of Common Stock become exercisable on October 20, 2021. ( 12 )An option to purchase 1,441 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Equity Plan. 360 shares of Common Stock became exercisable on each of October 17, 2019, and October 17, 2020, and become exercisable on October 17, 2021. 361 shares of Common Stock become exercisable on October 17, 2022.

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