AMENDMENT NO. 12 TO SCHEDULE 13G
This Amendment No. 12 to Schedule 13G is filed by Marjorie Gershwind (“Ms. Gershwind”) to amend and restate in its entirety the Schedule13G, originally filed on February 14, 1996, as amended by Amendment No. 1, filed on February 17, 2004, Amendment No. 2, filed on February 10, 2005, Amendment No. 3, filed on January 23, 2006, Amendment No. 4, filed on February 12, 2007, Amendment No. 5, filed on February 14, 2008, Amendment No. 6 filed on February 17, 2009, Amendment No. 7, filed on February 12, 2010, Amendment No. 8, filed on February 9, 2011, Amendment No. 9, filed on February 13, 2012, Amendment No. 10, filed on February 14, 2013 and Amendment No. 11, filed on February 5, 2014, with respect to the Class A Common Stock (as defined below) of MSC Industrial Direct Co., Inc. (the “Company”).
This Amendment No. 12 reflects shares beneficially owned by Ms. Gershwind and shares of the Company outstanding as of the date hereof.
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Item 1.
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(a)
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NAME OF ISSUER
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MSC Industrial Direct Co., Inc.
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(b)
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ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
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75 Maxess Road
Melville, New York 11747
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Item 2.
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(a)
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NAME OF PERSON FILING
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Marjorie Gershwind
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(b)
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ADDRESS OF PRINCIPAL BUSINESS OFFICE
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The address of the principal business office of Ms. Gershwind is c/o JFI, 152 West 57th Street, New York, NY 10019.
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(c)
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CITIZENSHIP
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United States.
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(d)
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TITLE OF CLASS OF SECURITIES
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Class A Common Stock, par value $.001 per share (the “Class A Common Stock”)
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(e)
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CUSIP NUMBER
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553530 10 6
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Item 3.
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Not applicable.
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Item 4.
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OWNERSHIP.
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(a)
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AMOUNT BENEFICIALLY OWNED:
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As of the date hereof, Ms. Gershwind may be deemed to beneficially own 2,567,539 shares of Class A Common Stock as a result of her direct or indirect ownership of, and/or voting and dispositive power over:
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CUSIP No. 553530 10 6
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SCHEDULE 13G |
Page 4 of 6 Pages
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(a)
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64,964 shares of Class A Common Stock held by Ms. Gershwind;
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(b) |
927 shares of Class A Common Stock held by The Gershwind Family Foundation, of which Ms. Gershwind is a director;
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(c)
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2,144,682 shares of Class B Common Stock, par value $.001 per share, that are convertible into shares of Class A Common Stock on a one-for-one basis (the “Class B Common Stock"), held by Ms. Gershwind; and
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(d) |
356,966 shares of Class B Common Stock held by grantor retained annuity trusts, of which Mrs. Gershwind is the settlor and trustee. |
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(b)
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PERCENTAGE OWNED:
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Based on calculations made in accordance with Rule 13d-3, and there being 48,576,499 shares of Class A Common Stock outstanding as of January 2, 2015 (as reported by the Company in its Quarterly Report on Form 10-Q for the fiscal quarter ended November 29, 2014), Ms. Gershwind may be deemed to beneficially own approximately 5.0% of the outstanding Class A Common Stock.
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CUSIP No. 553530 10 6
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SCHEDULE 13G |
Page 5 of 6 Pages
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(c)
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NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO DIRECT THE DISPOSITION:
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(i)
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Sole voting power: |
2,566,612
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(ii)
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Shared voting power: |
927
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(iii)
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Sole dispositive power: |
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(iv)
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Shared dispositive power: |
927
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
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Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
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Item 7.
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IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
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Item 8.
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IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
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Item 9.
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NOTICE OF DISSOLUTION OF GROUP
Not applicable.
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Item 10.
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CERTIFICATION
Not applicable.
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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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CUSIP No. 553530 10 6
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SCHEDULE 13G |
Page 6 of 6 Pages
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SIGNATURES
After reasonable inquiry and to my best knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated as of February 13, 2015
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Marjorie Gershwind |
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By:
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/s/ J. Robert Small |
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J. Robert Small |
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Attorney-in-fact
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