FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN 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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1. Name and Address of Reporting Person * GERSHWIND ERIK   2. Issuer Name and Ticker or Trading Symbol MSC INDUSTRIAL DIRECT CO INC [MSM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President and CEO (Last) (First) (Middle) C/O MSC INDUSTRIAL DIRECT CO., INC., 75 MAXESS RD. 3. Date of Earliest Transaction (Month/Day/Year) 08/10/2016 (Street) MELVILLE, NY US 11747 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Class A Common Stock, $0.001 par value 08/10/2016   C   69,123 A (1) 69,123 I See Footnote (2) Class A Common Stock, $0.001 par value 08/10/2016   D(3)   69,123 D $ 72.5 0 I See Footnote (2) Class A Common Stock, $0.001 par value               18,863 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class B Common Stock

(1)

08/10/2016

C

69,123

(1)

(1)

Class A Comon Stock, $0.001 par value

69,123

$ 0

366,780 (4) (5)

I

See Footnote (6)

Class B Common Stock

(1)

(1)

(1)

Class A Comon Stock, $0.001 par value

647,497

647,497 (7)

D

Class B Common Stock

(1)

(1)

(1)

Class A Comon Stock, $0.001 par value

170,778

170,778

I

See Footnote (8)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GERSHWIND ERIK C/O MSC INDUSTRIAL DIRECT CO., INC. 75 MAXESS RD. MELVILLE, NY US 11747	X		President and CEO

Signatures

/s/ Erik Gershwind		08/11/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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)	The Class B Common Stock is convertible immediately on a one-for-one basis into shares of Class A Common Stock and does not expire.
(2)	Represents the number of shares of Class A Common Stock held indirectly by the Reporting Person as of the date of this filing through trusts of which the Reporting Person is the sole annuitant and trustee
(3)	Sale pursuant to Stock Purchase Agreement dated July 5, 2016 based on the final results of the Issuer's self-tender offer announced on August 10, 2016. The closing of the sale is expected to occur on August 19, 2016.
(4)	Represents the number of shares of Class B Common Stock held indirectly by the Reporting Person as of the date of this filing through trusts of which the Reporting Person is the sole annuitant and trustee.
(5)	Reflects aggregate distributions of 27,670 shares of Class B Common Stock to Mr. Gershwind as annuity payments from Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
(6)	Represents shares of Class B Common Stock held by trusts of which the Reporting Person is the sole annuitant and trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts.
(7)	Includes 27,670 shares of Class B Common Stock distributed to Mr. Gershwind as annuity payments from Grantor Retained Annuity Trusts of which the Reporting Person is the sole annuitant and trustee.
(8)	Represents shares of Class B Common Stock held by trusts of which the Reporting Person is a beneficiary and co-trustee. The Reporting Person disclaims beneficial ownership of the shares held by such trusts.

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