MCGRATH RENTCORP — Director's Dealing 2016

Mar 2, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: MCGRATH RENTCORP (MGRC)
CIK: 0000752714
Period of Report: 2016-02-29

Reporting Person: Buckland Bruce Michael (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	M	1200	—	Acquired	6115	Direct
2016-02-29	Common Stock	F	392	$24.6	Disposed	5723	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-29	Stock Appreciation Right	$24.6	A	38100	Acquired	2023-03-01	Common Stock (38100)	Direct
2016-02-29	Restricted Stock Units	$0	M	1200	Disposed	2018-02-25	Common Stock (1200)	Direct
2016-02-29	Restricted Stock Units	$0	J	2900	Disposed	2020-02-25	Common Stock (2900)	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: 20% vests on first anniversary of grant date; 5% vests each anniversary quarter thereafter.

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. The conversion price of the RSUs was based on the closing price of McGrath RentCorp common stock on February 29, 2016 and therefore such date is determined to be the date exercisable.

F4: Of the 5,723 shares reported, Mr. Buckland has voting and dispositive powers over 2,803 shares. He has voting powers over the remaining shares with the dispositive powers for such shares being held by his former spouse pursuant to the terms of a domestic order.

F5: Forfeiture of performance based RSUs awarded on 2/25/2013.

F6: The RSUs are subject to a performance based vesting component at the end of a three-year performance period.