MCGRATH RENTCORP — Director's Dealing 2014

Mar 5, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2014-03-03

Reporting Person: PRATT KEITH E (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-03	Common Stock	M	7107	—	Acquired	20038	Direct
2014-03-03	Common Stock	F	2672	$32.64	Disposed	17366	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-03-03	Stock Appreciation Right	$32.64	A	19200	Acquired	2021-03-03	Common Stock (19200)	Direct
2014-03-03	Restricted Stock Units	$0	A	5400	Acquired	2021-03-03	Common Stock (5400)	Direct
2014-03-03	Restricted Stock Units	$0	M	7107	Disposed	2018-02-25	Common Stock (4737)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	775	Indirect

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: Unless earlier forfeited, each performance based RSU vests and converts into no less than 10% and no more than 200% of one share of McGrath RentCorp common stock. The RSUs vest 60% at the end of the three-year performance period if the performance goals are satisfied; then 20% vests each anniversary thereafter.

F4: Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 188% of one share of McGrath RentCorp common stock.

F5: 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. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on March 3, 2014 and therefore such date is determined to be the date exercisable.