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MCGRATH RENTCORP Director's Dealing 2016

Mar 2, 2016

31410_dirs_2016-03-02_413950ba-37cd-4c56-b5c6-796347f839a7.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Hawkins Philip B (N/A)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2016-02-29 Common Stock M 1200 Acquired 11533 Direct
2016-02-29 Common Stock M 4200 Acquired 15733 Direct
2016-02-29 Common Stock F 1480 $24.6 Disposed 14253 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2016-02-29 Stock Appreciation Right $24.6 A 44800 Acquired 2023-03-01 Common Stock (44800) 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 M 4200 Disposed 2020-02-25 Common Stock (7000) Direct

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 200% of one share of McGrath RentCorp common stock.

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.