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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. 5)*
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, 2007
(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)
[X] 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
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1. Name of Reporting Person
Marjorie Gershwind
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2. Check the Appropriate Box (a) [_]
if a Member of a Group (b) [_]
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3. S.E.C. Use Only
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4. Citizenship or Place of Organization
United States
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Number of Shares (5) Sole Voting Power 4,009,813
Beneficially (6) Shared Voting Power 0
Owned by Each (7) Sole Dispositive Power 4,009,813
Reporting Person (8) Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
4,009,813
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10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
7.9%
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12. Type of Reporting Person
IN
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CUSIP NO. 553530 10 6 Schedule 13G Page 3 of 6
AMENDMENT NO. 5 TO SCHEDULE 13G
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This Amendment No. 5 to Schedule 13G is filed by Marjorie
Gershwind ("Ms. Gershwind") to amend and restate in its entirety the Schedule
13G, originally filed on February 14, 1996, as amended by Amendment No. 1,
filed February 17, 2004, Amendment No. 2, filed February 10, 2005, Amendment
No. 3, filed January 23, 2006 and Amendment No. 4, filed February 12, 2007,
with respect to the Class A Common Stock (as defined below) of MSC Industrial
Direct Co., Inc. (the "Company").
This Amendment No. 5 reflects shares beneficially owned by Ms.
Gershwind and shares of the Company outstanding as of the date hereof.
Item 1. (a) NAME OF ISSUER
MSC Industrial Direct Co., Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES
75 Maxess Road
Melville, New York 11747
Item 2. (a) NAME OF PERSON FILING
Marjorie Gershwind
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE
The address of the principal business office of Ms. Gershwind
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:
Ms. Gershwind may be deemed to beneficially own 4,009,813
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
(a) 424,451 shares of Class A Common Stock held by Ms.
Gershwind;
(b) 122,400 shares of Class A Common Stock held by the
Marjorie Diane Gershwind 1994 Qualified Fifteen Year
Annuity Interest Trust, of which Ms. Gershwind is a
settlor;
(c) 1,625,344 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;
(d) 496,246 shares of Class B Common Stock held by the
Marjorie Diane Gershwind 1994 Qualified Fifteen Year
Annuity Interest Trust, of which Ms. Gershwind is a
settlor;
(e) 297,170 shares of Class B Common Stock held by the
Marjorie Diane Gershwind 2006 Grantor Retained
Annuity Trust #1, of which Ms. Gershwind is a
settlor and the trustee;
(f) 400,000 shares of Class B Common Stock held by the
Marjorie Diane Gershwind Grantor Retained Annuity
Trust #2, of which Ms. Gershwind is a settlor and
the trustee;
(g) 200,000 shares of Class B Common Stock held by the
Marjorie Diane Gershwind Grantor Retained Annuity
Trust #3, of which Ms. Gershwind is a settlor and
the trustee; and
(h) 444,202 shares of Class B Common Stock held by the
Marjorie Diane Gershwind Grantor Retained Annuity
Trust #4, of which Ms. Gershwind is a settlor and
the trustee.
Ms. Gershwind disclaims beneficial ownership of all shares of
Class A and Class B Common Stock owned by the Marjorie Diane
Gershwind 1994 Qualified Fifteen Year Annuity Interest Trust,
the Marjorie Diane Gershwind 2006 Grantor Retained Annuity
Trust #1, the Marjorie Diane Gershwind Grantor Retained
Annuity Trust #2, the Marjorie Diane Gershwind Grantor
Retained Annuity Trust #3 and the Marjorie Diane Gershwind
Grantor Retained Annuity Trust #4.
(b) PERCENTAGE OWNED:
Based on calculations made in accordance with Rule 13d-3, and
there being approximately 47,275,758 shares of Class A Common
Stock outstanding (as reported by the Company in its
Quarterly Report on Form 10-Q for the fiscal quarter ended
December 1, 2007), Ms. Gershwind may be deemed to
beneficially own approximately 7.9% of the outstanding Class
A Common Stock.
CUSIP NO. 553530 10 6 Schedule 13G Page 5 of 6
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS POWER TO DIRECT
THE DISPOSITION:
(i) Sole voting power: 4,009,813
(ii) Shared voting power: 0
(iii) Sole dispositive power: 4,009,813
(iv) Shared dispositive power: 0
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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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 14, 2008
By: /s/ J. Robert Small
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J. Robert Small
Attorney-in-fact