Filing Details

 

☐

Rule 13d-1(b)

 

☐

Rule 13d-1(c)

 

☒

Rule 13d-1(d)

CUSIP NO. 553530 10 6

Schedule 13G

Page 2 of 6

1

NAME OF REPORTING PERSON

 

Mitchell Jacobson

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

 

 

(a)  ☐

(b)  ☐

3

SEC USE ONLY

 

 

 

4

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

 

NUMBER OF

SHARES

BENEFICIALLY OWNED

BY EACH REPORTING

PERSON

WITH

5

SOLE VOTING POWER

 

4,041,732

6

SHARED VOTING POWER

 

2,526,518

7

SOLE DISPOSITIVE POWER

 

4,041,732

8

SHARED DISPOSITIVE POWER

 

2,526,518

9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

6,568,250

 

10

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES

 

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

 

12.7%

 

12

TYPE OF REPORTING PERSON

 

IN

 

CUSIP NO. 553530 10 6

Schedule 13G

Page 3 of 6

Item 1.

(a)

NAME OF ISSUER

 

 

 

 

 

MSC Industrial Direct Co., Inc. (the “Company”)

 

 

 

 

(b)

ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES

 

 

 

 

 

75 Maxess Road

 

 

Melville, New York 11747

 

 

 

Item 2.

(a)

NAME OF PERSON FILING

 

 

 

 

 

Mitchell Jacobson (“Mr. Jacobson”)

 

 

 

 

(b)

ADDRESS OF PRINCIPAL BUSINESS OFFICE

 

 

 

 

 

The address of the principal business office of Mr. Jacobson is c/o MSC Industrial Direct Co., Inc., 75 Maxess Road, Melville, New York 11747.

 

 

 

 

(c)

CITIZENSHIP

 

 

 

 

 

United States.

 

 

 

 

(d)

TITLE OF CLASS OF SECURITIES

 

 

 

 

 

Class A Common Stock, par value $.001 per share (the "Class A Common Stock")

 

 

 

 

(e)

CUSIP NUMBER

 

 

 

 

 

553530 10 6

 

 

 

Item 3.

Not applicable.

 

 

 

Item 4.

OWNERSHIP.

 

 

 

 

(a)

AMOUNT BENEFICIALLY OWNED:

 

 

 

 

 

As of the date hereof, Mr. Jacobson may be deemed to beneficially own 6,568,250 shares of Class A Common Stock as a result of his direct or indirect ownership of, and/or voting and dispositive power over:

CUSIP NO. 553530 10 6

Schedule 13G

Page 4 of 6

 

(1)

1,655,391 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 Mr. Jacobson;

 

 

 

 

(2)

4,735,367 shares of Class B Common Stock held by grantor retained annuity trusts and other trusts of which Mr. Jacobson is the settlor or over whose portfolio securities Mr. Jacobson may be deemed to exercise voting or dispositive power;

 

 

 

 

(3)

177,492 shares of Class A Common Stock held by the Jacobson Family Foundation, of which Mr. Jacobson is a director.

 

 

 

 

Mr. Jacobson disclaims  beneficial ownership of all shares of Class A Common  Stock  and Class B Common  Stock  held by the grantor retained annuity trusts, other trusts and the foundation referred to above.

 

 

 

 

(b)

PERCENTAGE OWNED:

 

 

 

 

 

Based on calculations made in accordance with Rule 13d-3, and there being 45,198,985 shares of Class A Common Stock outstanding as of December 17, 2019 (as reported by the Company in its Quarterly Report on Form 10-Q for the fiscal quarter ended November 30, 2019), Mr. Jacobson may be deemed to beneficially own approximately 12.7% of the outstanding Class A Common Stock.

 

 

 

 

(c)

NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO DIRECT THE DISPOSITION:

 

 

 

 

 

 

(i)

Sole voting power:

4,041,732

 

 

 

 

 

 

 

(ii)

Shared voting power:

2,526,518

 

 

 

 

 

 

 

(iii)

Sole dispositive power:

4,041,732

 

 

 

 

 

 

 

(iv)

Shared dispositive power:

2,526,518

 

CUSIP NO. 553530 10 6

Schedule 13G

Page 5 of 6

Item 5.

OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS

 

 

Not applicable.

 

Item 6.

OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON

 

 

Not applicable.

 

Item 7.

IDENTIFICATION AND CLASSIFICATION OF SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY

 

 

 

Not applicable.

 

Item 8.

IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP

 

 

Not applicable.

 

Item 9.

NOTICE OF DISSOLUTION OF GROUP

 

 

Not applicable.

 

Item 10.

CERTIFICATION

 

 

Not applicable.

 

CUSIP NO. 553530 10 6

Schedule 13G

Page 6 of 6

 

Mitchell Jacobson

 

 

 

 

 

 

By:

/s/ J. Robert Small  

 

 

 

J. Robert Small 

 

 

 

Attorney-in-Fact