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MCGRATH RENTCORP Director's Dealing 2012

Mar 6, 2012

31410_dirs_2012-03-06_31611297-db7f-4b25-8a22-56cc541112e8.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2012-03-02

Reporting Person: PRATT KEITH E (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2012-03-02 Common Stock M 5237 $20.71 Acquired 12237 Direct
2012-03-02 Common Stock S 5237 $31.85 Disposed 7000 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2012-03-02 Stock Appreciation Right $31.35 A 15800 Acquired 2019-03-02 Common Stock (15800) Direct
2012-03-02 Restricted Stock Unit $0 A 5600 Acquired 2019-03-02 Common Stock (5600) Direct
2012-03-02 Stock Option $20.71 M 5237 Disposed 2015-02-25 Common Stock (5237) Direct

Footnotes

F1: 20% vests on first anniversary of grant date; 5% vests each anniversary quarter thereafter.

F2: The RSUs are subject to a performance based vesting component at the end of a three-year performance period.

F3: The RSUs vest 60% at the end of the three-year performance period if the performance goal is satisfied; then 20% vests each anniversary thereafter.

F4: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $31.75 to $32.255, inclusive. The reporting person undertakes to provide to McGrath RentCorp, any security holder of McGrath RentCorp, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnote (1) to this Form 4.