MCGRATH RENTCORP — Director's Dealing 2012

Mar 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Adler Steven H (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-02	Stock Appreciation Right	$31.35	A	9000	Acquired	2019-03-02	Common Stock (9000)	Direct
2012-03-02	Restricted Stock Unit	$0	A	3200	Acquired	2019-03-02	Common Stock (3200)	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.