MCGRATH RENTCORP — Director's Dealing 2012

Jan 27, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2012-01-25

Reporting Person: Adler Steven H (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-01-25	Common Stock	M	11000	—	Acquired	35499	Direct
2012-01-25	Common Stock	F	3813	$30.07	Disposed	31686	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-01-25	Restricted Stock Units	$0	M	11000	Disposed	2018-02-25	Common Stock (11000)	Direct

Footnotes

F1: The RSUs are subject to a performance based vesting component at the end of a three-year performance period.

F2: Represents reduction of owned shares due to withholding taxes paid at vesting.