MCGRATH RENTCORP — Director's Dealing 2016

Mar 3, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2016-03-02

Reporting Person: Skenesky John P (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-02	Common Stock	M	1040	—	Acquired	5915	Direct
2016-03-02	Common Stock	F	292	$24.86	Disposed	5623	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-02	Restricted Stock Unit	$0	M	1040	Disposed	2019-03-02	Common Stock (1040)	Direct

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. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on March 2, 2016 and therefore such date is determined to be the date exercisable.