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: Whitney David M (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-02-29	Common Stock	M	601	—	Acquired	7648	Direct
2016-02-29	Common Stock	M	3480	—	Acquired	16890	Indirect
2016-02-29	Common Stock	F	264	$24.6	Disposed	7384	Direct
2016-02-29	Common Stock	F	1302	$24.6	Disposed	15588	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-02-29	Stock Appreciation Right	$24.6	A	20100	Acquired	2023-03-01	Common Stock (20100)	Direct
2016-02-29	Stock Appreciation Right	$24.6	A	38100	Acquired	2023-03-01	Common Stock (38100)	Indirect
2016-02-29	Restricted Stock Units	$0	J	1600	Disposed	2020-02-25	Common Stock (1600)	Direct
2016-02-29	Restricted Stock Units	$0	M	601	Disposed	2018-02-25	Common Stock (601)	Direct
2016-02-29	Restricted Stock Units	$0	M	3480	Disposed	2020-02-25	Common Stock (3480)	Indirect

Footnotes

F1: 20% vests on first anniversary of grant date; 5% vests each anniversary quarter thereafter.

F2: Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 188% of one share of McGrath RentCorp common stock.

F3: Shares acquired upon vesting of performance based RSUs. Each vested RSU converts into 200% of one share of McGrath RentCorp common stock.

F4: Forfeiture of performance based RSUs awarded on 2/25/2013.

F5: The RSUs are subject to a performance based vesting component at the end of a three-year performance period.

F6: 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.