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Filing Details

Accession Number:: 0001144204-12-020535
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-04-06 15:46:30
Reporting Period:: 2012-04-05

Filing Date:: 2012-04-06
Accepted Time:: 2012-04-06 14:46:30
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1003078	Msc Industrial Direct Co Inc	MSM	Wholesale-Industrial Machinery & Equipment (5084)	113289165

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1245882	David Sandler	C/O Msc Industrial Direct Co., Inc. 75 Maxess Road Melville NY US 11747	Ceo	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock, $0.001 Par Value	Acquisiton	2012-04-05	35,490	$44.17	297,637	No	4	M	Direct
Class A Common Stock, $0.001 Par Value	Disposition	2012-04-05	43,485	$81.85	254,152	No	4	S	Direct
Class A Common Stock, $0.001 Par Value	Disposition	2012-04-05	15,432	$82.43	238,720	No	4	S	Direct
Class A Common Stock, $0.001 Par Value	Disposition	2012-04-05	10,900	$81.85	3,872	No	4	S	Indirect	See footnote
Class A Common Stock, $0.001 Par Value	Disposition	2012-04-05	3,872	$82.43	0	No	4	S	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct
No	4	S	Indirect	See footnote
No	4	S	Indirect	See footnote

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock, $.001 Par Value	Options (right to buy)	Disposition	2012-04-05	35,490	$0.00	35,490	$44.17

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
70,980		2016-10-12	No	4	M	Direct

Footnotes

Represents the sale of 43,485 shares in 95 separate transactions, ranging from $81.20 to $82.19 per share, resulting in a weighted average sale price per share of $81.8544. 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.
Represents the sale of 15,432 shares in 45 separate transactions, ranging from $82.21 to $82.68 per share, resulting in a weighted average sale price per share of $82.4301. 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.
Represents the sale of 10,900 shares in 95 separate transactions, ranging from $81.20 to $82.19 per share, resulting in a weighted average sale price per share of $81.8543. 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.
Represents the sale of shares held by a grantor retained annuity trust ("GRAT") of which the Reporting Person's spouse is a trustee. The Reporting Person disclaims beneficial ownership of any shares held by such GRAT, except to the extent of his pecuniary interest therein.
Represents the sale of 3,872 shares in 45 separate transactions, ranging from $82.21 to $82.68 per share, resulting in a weighted average sale price per share of $82.4300. 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.
Represents options to purchase the Issuer's Class A Common Stock, $0.001 par value (the "Common Stock").
An option to purchase 141,960 shares of the Issuer's Common Stock was issued to the Reporting Person under the Issuer's 2005 Omnibus Equity Plan. 35,490 shares of Common Stock became exercisable on each of October 13, 2010 and October 13, 2011, and an additional 35,490 shares will become exercisable on each of October 13, 2012 and October 13, 2013.