Edgar Filing: MSC INDUSTRIAL DIRECT CO INC

Ownership Submission

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, 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 ^*

Â POLLI GREGORY

2. Date of Event Requiring Statement (Month/Day/Year)
03/31/2016

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

(Last)

(First)

(Middle)

C/O MSC INDUSTRIAL DIRECT CO., INC.

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, PRODUCT MANAGEMENT

5. If Amendment, Date Original Filed(Month/Day/Year)

(Street)

MELVILLE,Â NYÂ 11747

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 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	7,057	D	Â

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
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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 of Derivative Security: 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		6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock Units ⁽¹⁾	Â ⁽²⁾	Â ⁽²⁾	Class A Common Stock, $0.001 par value	2,474	$ ⁽¹⁾	D	Â
Options (right to buy) ⁽³⁾	Â ⁽⁴⁾	10/23/2019	Class A Common Stock, $.001 par value	10,036	$ 69.46	D	Â
Options (right to buy) ⁽³⁾	Â ⁽⁵⁾	10/22/2020	Class A Common Stock, $0.001 par value	10,257	$ 81.76	D	Â
Options (right to buy) ⁽³⁾	Â ⁽⁶⁾	10/21/2021	Class A Common Stock, $0.001 par value	10,382	$ 83.03	D	Â
Dividend Equivalent Unit	Â ⁽⁷⁾	Â ⁽⁷⁾	Class A Comon Stock, $0.001 par value	34.888	$ ⁽⁷⁾	D	Â
Options (right to buy) ⁽³⁾	Â ⁽⁸⁾	10/18/2022	Class A Common Stock, $0.001 par value	14,850	$ 58.9	D	Â
Options (right to buy) ⁽³⁾	Â ⁽⁹⁾	10/12/2016	Class A Common Stock, $.001 par value	12,303	$ 44.17	D	Â
Options (right to buy) ⁽³⁾	Â ⁽¹⁰⁾	10/18/2017	Class A Common Stock, $0.001 par value	10,641	$ 54.52	D	Â
Options (right to buy) ⁽³⁾	Â ⁽¹¹⁾	10/20/2018	Class A Common Stock, $0.001 par value	8,696	$ 66.69	D	Â

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
POLLI GREGORY C/O MSC INDUSTRIAL DIRECT CO., INC. MELVILLE,Â NYÂ 11747	Â	Â	Â SVP, PRODUCT MANAGEMENT	Â

Signatures

/s/ Gregory Polli		04/11/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
(2)	494 of these RSUs will vest on October 19, 2016 and 495 of these RSUs will vest on each of October 19, 2017, October 19, 2018, October 19, 2019 and October 19, 2020, 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)	Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").
(4)	An option to purchase 10,036 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 2,509 shares of Common Stock became exercisable on each of October 24, 2013, October 24, 2014 and October 24, 2015 and an additional 2,509 shares of Common Stock become exercisable on October 24, 2016.
(5)	An option to purchase 10,257 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 2,564 shares of Common Stock became exercisable on each of October 23, 2014 and October 23, 2015. An additional 2,564 and 2,565 shares of Common Stock become exercisable on each of October 23, 2016 and October 23, 2017.
(6)	An option to purchase 10,382 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 2,595 shares of Common Stock became exercisable on October 22, 2015. 2,595 shares of Common Stock become exercisable on October 22, 2017 and an additional 2,596 shares of Common Stock become exercisable on each of October 22, 2016 and October 22, 2018.
(7)	The dividend equivalent units accrued with respect to an outstanding award 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 the Issuer's Class A Common Stock.
(8)	An option to purchase 14,850 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 3,712 shares of Common Stock become exercisable on each of October 19, 2016 and October 19, 2017. An additional 3,713 shares of Common Stock become exercisable on each of October 19, 2018 and October 19, 2019.
(9)	An option to purchase 12,303 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 3,075 shares of Common Stock became exercisable on October 13, 2010. An additional 3,076 shares of Common Stock became exercisable on each of October 13, 2011, October 13, 2012 and October 23, 2013.
(10)	An option to purchase 10,641 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 2,660 shares of Common Stock became exercisable on each of October 19, 2011, October 19, 2012 and October 19, 2013. An additional 2,661 shares of Common Stock became exercisable on October 19, 2014.
(11)	An option to purchase 8,696 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 2,174 shares of Common Stock became exercisable on each of October 20, 2012, October 20, 2013, October 20, 2014 and October 20, 2015.

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