MCGRATH RENTCORP — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2015-03-02

Reporting Person: Adler Steven H (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-02	Common Stock	M	400	—	Acquired	24584	Direct
2015-03-02	Common Stock	M	1200	—	Acquired	25784	Direct
2015-03-02	Common Stock	F	435	$31.99	Disposed	25349	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-02	Restricted Stock Units	$0	M	400	Disposed	2017-02-26	Common Stock (400)	Direct
2015-03-02	Restricted Stock Units	$0	M	1200	Disposed	2018-02-25	Common Stock (1200)	Direct
2015-03-02	Restricted Stock Unit	$0	J	3200	Disposed	2019-03-02	Common Stock (3200)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	325	Indirect

Footnotes

F1: 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 2, 2015 and therefore such date is determined to be the date exercisable.

F2: Forfeiture of performance based RSUs awarded on 3/2/2012.

F3: The RSUs are subject to a performance based vesting component at the end of a three-year performance period.