MCGRATH RENTCORP — Director's Dealing 2014

Feb 28, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2014-02-26

Reporting Person: Whitney David M (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-26	Common Stock	M	1200	—	Acquired	7114	Direct
2014-02-26	Common Stock	M	800	—	Acquired	11766	Indirect
2014-02-26	Common Stock	F	509	$35.95	Disposed	6605	Direct
2014-02-26	Common Stock	F	294	$35.95	Disposed	11472	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-02-26	Restricted Stock Units	$0	M	1200	Disposed	2017-02-26	Common Stock (1200)	Direct
2014-02-26	Restricted Stock Units	$0	M	800	Disposed	2017-02-26	Common Stock (800)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2752	Indirect
Common Stock	12070	Indirect

Footnotes

F1: Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.

F2: 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.