Statement of Changes in Beneficial Ownership (4)
January 17 2017 - 11:29AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Bonomo Charles
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2. Issuer Name
and
Ticker or Trading Symbol
MSC INDUSTRIAL DIRECT CO INC
[
MSM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Senior VP and CIO
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(Last)
(First)
(Middle)
C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/12/2017
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(Street)
MELVILLE, NY US 11747
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock, $0.001 par value
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1/12/2017
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M
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4903
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A
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$58.9
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8204
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D
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Class A Common Stock, $0.001 par value
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1/12/2017
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S
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4903
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D
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$99.17
(1)
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3301
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D
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Class A Common Stock, $0.001 par value
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1/12/2017
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M
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11516
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A
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$66.69
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14817
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D
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Class A Common Stock, $0.001 par value
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1/12/2017
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S
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11516
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D
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$99.17
(1)
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3301
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D
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Class A Common Stock, $0.001 par value
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1/12/2017
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M
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3248
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A
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$69.46
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6549
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D
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Class A Common Stock, $0.001 par value
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1/12/2017
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S
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3248
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D
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$99.17
(1)
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3301
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Options (right to buy)
(2)
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$58.9
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1/12/2017
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M
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4903
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(3)
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10/18/2022
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Class A Common Stock, $0.001 par value
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4903
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$0
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14710
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D
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Options (right to buy)
(2)
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$66.69
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1/12/2017
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M
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11516
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(4)
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10/20/2018
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Class A Common Stock, $0.001 par value
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11516
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$0
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0
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D
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Options (right to buy)
(2)
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$69.46
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1/12/2017
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M
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3248
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(5)
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10/23/2019
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Class A Common Stock, $0.001 par value
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3248
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$0
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10043
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D
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Explanation of Responses:
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(
1)
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Represents the sale of 19,667 shares in 166 separate transactions, ranging from $99.00 to $99.88 per share, resulting in a weighted average sale price per share of $99.1701. 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.
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(
2)
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Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value ("Common Stock").
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(
3)
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An option to purchase 19,613 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2015 Omnibus Incentive Plan. 4,903 shares of Common Stock became exercisable on October 19, 2016, and become exercisable on each of October 19, 2017, October 19, 2018 and 4,904 shares of Common Stock become exercisable on October 19, 2019.
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(
4)
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An option to purchase 11,516 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 2,879 shares of Common Stock became exercisable on each of October 21, 2012, October 21, 2013, October 21, 2014 and October 21, 2015.
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(
5)
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An option to purchase 13,291 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Incentive Plan. 3,322 shares of Common Stock became exercisable on October 24, 2013 and 3,323 shares of Common Stock became exercisable on each of October 24, 2014, October 24, 2015 and October 24, 2016.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bonomo Charles
C/O MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD
MELVILLE, NY US 11747
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Senior VP and CIO
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Signatures
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/s/ Charles Bonomo
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1/17/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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