Sec Form 13G Filing - JACOBSON MITCHELL filing for MSC INDUSTRIAL DIRECT CO INC (MSM) - 2020-02-12

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 17)*

MSC INDUSTRIAL DIRECT CO., INC.
(Name of Issuer)

CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE
(Title of Class of Securities)

553530 10 6
(CUSIP Number)

DECEMBER 31, 2019
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 
☐
Rule 13d-1(b)
 
☐
Rule 13d-1(c)
 
☒
Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


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

 
SIGNATURES

After reasonable inquiry and to my best knowledge and belief, I certify that the  information  set forth in this statement is true, complete and correct.

Dated as of February 12, 2020

 
Mitchell Jacobson
 
 
 
 
 
 
By:
/s/ J. Robert Small  
 
 
 
J. Robert Small 
 
 
 
Attorney-in-Fact