|
o
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Rule 13d-1(b)
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o
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Rule 13d-1(c)
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|
x
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Rule 13d-1(d)
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CUSIP No. 553530 10 6
|
SCHEDULE 13G |
Page 2 of 6 Pages
|
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1
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NAME OF REPORTING PERSON
Marjorie Gershwind
|
|
|
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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NUMBER OF
SHARES
BENEFICIALLY OWNED
BY EACH REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
2,088,717
|
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6
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SHARED VOTING POWER
16,154
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7
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SOLE DISPOSITIVE POWER
2,088,717
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|
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8
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SHARED DISPOSITIVE POWER
16,154
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,104,871
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|
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10
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o |
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.5%
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|
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12
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TYPE OF REPORTING PERSON
IN
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CUSIP No. 553530 10 6
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SCHEDULE 13G |
Page 3 of 6 Pages
|
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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. (the “Company”)
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||
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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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||
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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 (“Ms. Gershwind”)
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||
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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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||
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(c)
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CITIZENSHIP
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|
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United States.
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||
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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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||
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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 2,104,871 shares of Class A Common Stock as a result of her direct or indirect ownership of, and/or voting and dispositive power over:
|
|
CUSIP No. 553530 10 6
|
SCHEDULE 13G |
Page 4 of 6 Pages
|
| (1) |
16,154 shares of Class A Common Stock held by The Gershwind Family Foundation, of which Ms. Gershwind is a director;
|
|
|
(2)
|
467,836 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
|
|
| (3) | 1,620,881 shares of Class B Common Stock held by grantor retained annuity trusts, of which Mrs. Gershwind is the settlor and trustee and other trusts over whose portfolio securities Ms. Gershwind exercises voting and dispositive power. |
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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 44,847,717 shares of Class A Common Stock outstanding as of December 28, 2016 (as reported by the Company in its Quarterly Report on Form 10-Q for the fiscal quarter ended December 3, 2016), Ms. Gershwind may be deemed to beneficially own approximately 4.5% of the outstanding Class A Common Stock.
|
||
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CUSIP No. 553530 10 6
|
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: |
2,088,717
|
|
|
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(ii)
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Shared voting power: |
16,154
|
|
|
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(iii)
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Sole dispositive power: |
2,088,717
|
|
|
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(iv)
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Shared dispositive power: |
16,154
|
|
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Item 5.
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OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
As of the date hereof, Ms. Gershwind has ceased to be the beneficial owner of more than 5% of the Class A Common Stock.
|
|
Item 6.
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OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
|
|
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.
|
|
Item 9.
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NOTICE OF DISSOLUTION OF GROUP
Not applicable.
|
|
Item 10.
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CERTIFICATION
Not applicable.
|
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CUSIP No. 553530 10 6
|
SCHEDULE 13G |
Page 6 of 6 Pages
|
| Marjorie Gershwind | |||
|
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By:
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/s/ J. Robert Small | |
| J. Robert Small | |||
|
Attorney-in-fact
|
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